10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 2)

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number 333-205835

TINGO, INC.

(Exact name of registrant as specified in its charter)

Nevada	83-0549737
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
43 West 23rd Street, 2nd Floor New York, NY	10010 (Zip Code)
(Address of principal executive offices)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Registrant’s telephone number, including area code: (646) 847- 0144

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, $0.001 par value per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller Reporting Company ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company. Yes ☐ No ☒

There were 1,227,516,211 shares of the registrant’s Class A common stock, $0.001 par value, outstanding, as of May 12, 2022.

EXPLANATORY NOTE

As disclosed in the Registrant’s Current Report on Form 8-K filed on June 15, 2022, in preparation for the planned merger of a subsidiary of Tingo, Inc. (the “Company”) with a wholly-owned subsidiary of Nasdaq-listed MICT, Inc., the Company has reviewed and considered its accounting treatment of its acquisition of Tingo Mobile PLC (“Tingo Mobile”) on August 15, 2021 (the “Acquisition”). Based on this review, the Company has elected to modify its accounting treatment of the Acquisition as a reverse acquisition of the Company by Tingo Mobile instead of as a forward acquisition of Tingo Mobile by the Company as had been previously presented.

In addition, the Company has revised its accounting treatment of asset classifications and costs associated with the operating leases for its mobile phone devices. While this revision did not affect the Company’s gross revenue or net income, it did reallocate prepayments for the devices to property, plant, and equipment, and reallocated costs associated with the devices from cost of sales to depreciation expense.

Further, as disclosed in the Registrant’s Current Report on Form 8-K filed on August 24, 2022, the Company is revising its accounting treatment relating to the expensing of restricted stock awards (“Stock Awards”) granted pursuant to the Company’s 2021 Equity Incentive Plan adopted on October 12, 2021 (“Incentive Plan”). Most of the Stock Awards granted under the Incentive Plan are subject to time-based vesting requirements of up to two years. Accounting Standards Codification 718 – Compensation-Stock Compensation (“ASC 718”) requires that all Stock Awards which are subject to time-based vesting requirements should be ratably expensed over the vesting period based on the fair value of the Stock Award on the grant date, instead of being fully-expensed. Such treatment should be applied without regard as to whether the recipient is an employee, director, or contractor.

In the Company’s Quarterly Report on Form 10-Q filed on May 16, 2022 (“Original Filing”), as well as in the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q/A filed by the Company on July 21, 2022 (collectively, with the Original Filing, the “Previous Filings”), the Company’s Stock Awards to non-employees were all fully-expensed, even though some of these Stock Awards were subject to time-based vesting requirements. As a result, stock-based expenses for the Company were overstated for the first quarter of 2022 in the Previous Filings.

This Amendment No. 2 to the Company’s Quarterly Report on Form 10-Q/A (“Amended 10-Q”) now ratably allocates expenses associated with time-based vested Stock Awards for all Incentive Plan participants during their respective vesting periods. In this Amended 10-Q, the proper allocation of these non-cash expenses in accordance with ASC 718 has resulted in an increased net profit for the quarter as compared to the Previous Filings.

Accordingly, this Amended 10-Q supersedes and replaces in their entirety the Previous Filings.

This Amended 10-Q does not reflect events occurring after the Original Filing except as noted above. Except for the foregoing amended information concerning the Acquisition and accounting treatment of the Stock Awards, this Amended 10-Q continues to speak as of the date of the Original Filing and the Company has not otherwise updated disclosures contained therein or herein to reflect events that occurred at a later date.

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TINGO, INC.

(A Nevada Corporation)

INDEX

	Page
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements	4
Consolidated Balance Sheets	4
Consolidated Statements of Operations and Comprehensive Income	5
Consolidated Statements of Shareholders’ Equity	6
Consolidated Statements of Cash Flows	8
Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosure about Market Risk	29
Item 4. Controls and Procedures	29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults Upon Senior Securities	30
Item 4. Mine Safety Disclosures	30
Item 5. Other Information	30
Item 6. Exhibits	31
SIGNATURE	32

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Part I.Financial Information

Item 1. Unaudited Consolidated Financial Statements

TINGO, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,		December 31,
	2022		2021
Assets
Current Assets
Cash	$	25,346,663	$	128,367,605
Accounts receivable, net		94,791,681		364,308,399
Inventory		103,218		129,823
Total Current Assets		120,241,562		492,805,827
Non-Current Assets
Property, plant and equipment, net		1,090,955,701		1,198,883,019
Intangible assets, net		1,376,942		1,670,924
Total non-current assets		1,092,332,643		1,200,553,943
Total Assets	$	1,212,574,205	$	1,693,359,770
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accruals	$	272,883,402	$	755,885,193
Deferred income - current portion		89,285,248		221,215,018
Value added tax - current portion		6,953,424		17,162,192
Income tax payable		138,456,513		100,606,352
Total current liabilities		507,578,587		1,094,868,755
Non-current liabilities
Deferred Tax		4,326,714		2,171,039
Total non- current liabilities		4,326,714		2,171,039
Total Liabilities		511,905,301		1,097,039,794
Stockholders’ Equity
Common stock - Class A, par value $.001 per share, 2,250,000,000 shares authorized, 1,215,016,211 and 1,205,016,211 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		1,215,016		1,205,016
Common Stock - Class B, par value $.001 per share, 200,000,000 shares authorized, 65,000,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		65,000		65,000
Additional paid-in-capital		385,693,635		330,703,635
Retained earnings		448,745,105		416,095,565
Deferred stock compensation		(49,318,303)		(66,357,804)
Translation reserve		(85,731,549)		(85,391,436)
Total Stockholders’ Equity		700,668,904		596,319,976
Total Liabilities and Stockholders’ Equity	$	1,212,574,205	$	1,693,359,770

The accompanying notes are an integral part of these consolidated financial statements.

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TINGO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

	For the 3 Months ended		For the 3 Months ended
	March 31, 2022		March 31, 2021
Revenues	$	257,057,519	$	45,238,125
Cost of sales		(2,499,840)		(2,511,941)
Gross Profit		254,557,679		42,726,184
Operating Expenses
Payroll and related expenses		19,241,212		690,696
Distribution expenses		221,187		104,573
Professional fees		55,669,412		315,434
Bank fees and charges		636,047		62,824
Depreciation and amortization		106,740,939		740,616
General and administrative expenses - other		838,913		189,167
Bad debt expenses		47,398		—
Total Operating Expenses		183,395,108		2,103,310
Income from Operations		71,162,571		40,622,874
Other Income (Expenses)
Other income		185,798		59,721
Total Other Income		185,798		59,721
Income before tax		71,348,369		40,682,595
Taxation		(38,698,829)		(13,018,431)
Net Income	$	32,649,540	$	27,664,164
Other Comprehensive Loss
Translation Adjustment		(340,113)		(10,809,240)
Total Comprehensive Income	$	32,309,427	$	16,854,924
Earnings per share - Basic and Diluted	$	0.03	$	0.02
Weighted Average number of common shares outstanding
Basic and diluted		1,214,793,989		1,028,000,000

The accompanying notes are an integral part of these consolidated financial statements.

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TINGO, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(Continued on Next Page)

	Common Stock - Class A			Common Stock - Class B			Additional Paid		Retained		Translation		Total Stockholders’
	Number of Shares	Amount		Number of Shares	Amount		In Capital		Earnings		Reserve		Equity
Balance as of January 1, 2021	1,028,000,000	$	1,028,000	65,000,000	$	65,000	$	508,549	$	458,438,770	$	(32,283,238)	$	427,757,081
Net income for the quarter ended March 31, 2021	—		—	—		—		—		27,664,164		—		27,664,164
Foreign Currency Translation Adjustment	—		—	—		—		—		—		(10,809,240)		(10,809,240)
Balance as of March 31, 2021	1,028,000,000	$	1,028,000	65,000,000	$	65,000	$	508,549	$	486,102,934	$	(43,092,478)	$	444,612,005

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TINGO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(Continued from Previous Page)

	Common Stock - Class A			Common Stock - Class B			Additional Paid		Deferred Stock		Retained		Translation		Total Stockholders’
	Number of Shares	Amount		Number of Shares	Amount		In Capital		Compensation		Earnings		Reserve		Equity
Balance as of January 1, 2022	1,205,016,211	$	1,205,016	65,000,000	$	65,000	$	330,703,635	$	(66,357,804)	$	416,095,565	$	(85,391,436)	$	596,319,976
Shares issued for incentive compensation plan – consultants	10,000,000		10,000	—		—		54,990,000		(55,000,000)		—		—		—
Vesting of Deferred Stock Compensation	—		—	—		—		—		72,039,501		—		—		72,039,501
Net Income for the quarter ended March 31, 2022	—		—	—		—		—		—		32,649,540		—		32,649,540
Foreign Currency Translation Adjustment	—		—	—		—		—		—		—		(340,113)		(340,113)
Balance as of March 31, 2022	1,215,016,211	$	1,215,016	65,000,000	$	65,000	$	385,693,635	$	(49,318,303)	$	448,745,105	$	(85,731,549)	$	700,668,904

The accompanying notes are an integral part of these consolidated financial statements.

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TINGO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three months ended
	March 31, 2022		March 31, 2021
Cash Flows from operating activities
Net Income	$	32,649,540	$	27,664,164
Adjustments to reconcile net income to cash provided by (used in) operating activities
Depreciation and amortization		106,740,939		760,566
Stock issued for services		55,000,000		—
Deferred compensation		17,039,500		—
Increase/Decrease related to
Inventories		26,605		(34)
Trade and other receivables		269,516,718		5,127,574
Accounts payable and accruals		(483,001,791)		(40,915)
Deferred income		(131,929,770)		—
Value added tax		(10,208,768)		(20,493,802)
Taxes payable		40,005,836		13,454,347
Net Cash provided by (used in) operating activities		(104,161,191)		26,471,900
Translation Adjustment		(4,994,945)		216,035
Net change in cash and cash equivalents		(109,156,136)		26,687,935
Cash and cash equivalents, beginning of the period		128,367,605		28,202,869
Cash and cash equivalents, end of the period	$	25,346,663	$	54,890,804
Supplemental Cash flow information
Cash paid for period for:
Interest	$	—	$	—
Non-cash disclosures
Stock issued for services	$	55,000,000	$	—

The accompanying notes are an integral part of these consolidated financial statements.

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TINGO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

(Unaudited)

(1) Description of Business and Basis of Presentation

Description of Business—Tingo, Inc. (collectively, with our subsidiary, “we,” “us,” “our,” “Tingo” and the “Company”), a Nevada corporation, was formed on February 17, 2015. Our shares trade on the OTC Markets trading platform under the symbol ‘TMNA’. We acquired our wholly-owned subsidiary, Tingo Mobile, PLC, a Nigerian public limited company (“Tingo Mobile”), in a share exchange with its sole shareholder effective August 15, 2021. The Company, including its subsidiary Tingo Mobile, is an Agri-Fintech company offering a comprehensive platform service through use of smartphones – ‘device as a service’ (using GSM technology) to empower a marketplace to enable subscribers/farmers within and outside of the agricultural sector to manage their commercial activities of growing and selling their production to market participants both domestically and internationally. The ecosystem provides a ‘one stop shop’ solution to enable such subscribers to manage everything from airtime top ups, bill pay services for utilities and other service providers, access to insurance services and micro finance to support their value chain from ‘seed to sale’.

As of March 31, 2022, Tingo had approximately 9.3 million subscribers using its mobile phones and Nwassa payment platform (www.nwassa.com). Nwassa is Africa’s leading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology to enable access to market. Nwassa’s payment gateway also has an escrow structure that creates trust between buyers and sellers. Our system provides real-time pricing, straight from the farms, eliminating middlemen. Our users’ customers pay for produce bought using available pricing on our platform. Our platform is paperless, verified and matched against a smart contract. Data is efficiently stored on the blockchain.

Our platform has created an escrow solution that secures the buyer, funds are not released to the seller until fulfilment. The platform also facilitates trade financing, ensuring that banks and other lenders compete to provide credit to our members.

Tingo aims to be Africa’s leading Agri-Fintech player that transforms rural farming communities by enabling growers to connect through our proprietary platform to meet their complete needs from inputs, agronomy, off take and marketplace which delivers sustainable income in an impactful way. Additional information about the Company can be obtained from our website at www.tingoinc.com. Our website, however, does not constitute a part of this Amended 10-Q.

Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Articles 3 and 3A of Regulation S-X. All normal recurring adjustments considered necessary for a fair presentation have been included. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”)

Our results of operations for the quarter ended March 31, 2022 are not necessarily indicative of results that ultimately may be achieved for the remainder of 2022.

The Impact of COVID-19—In response to the COVID-19 pandemic, there have been a broad number of governmental and commercial actions taken to limit the spread of the virus, including social distancing measures, stay-at-home orders, travel restrictions, business shutdowns and slowdowns. The COVID-19 pandemic continues to be dynamic, and near-term challenges across the economy remain. Although vaccines are now being distributed and administered across many parts of the world, new variants of the virus have emerged and may continue to emerge that have shown to be more contagious. We continue to adhere to applicable governmental and commercial restrictions and to work to mitigate the impact of COVID-19 on our employees, customers, communities, liquidity and financial position.

(2) Change in Accounting Treatment

As disclosed in the Company’s Current Report on Form 8-K filed on June 15, 2022, in preparation for the planned merger of a subsidiary of the Company with a wholly owned subsidiary of Nasdaq-listed MICT, Inc., the Company reviewed and considered its accounting treatment of its Acquisition of Tingo Mobile on August 15, 2021. Based on this review, the Company elected to modify its accounting treatment of the Acquisition as a reverse acquisition of the Company by Tingo Mobile instead of as a forward acquisition of Tingo Mobile by the Company as had been previously presented.

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Accordingly, the financial statements included herein have been prepared in accordance with reverse acquisition accounting rules, and now include the consolidated operating results of Tingo Mobile for the full periods presented, rather than using forward acquisition accounting as had been presented previously, which included the results of Tingo Mobile only from the date of the Acquisition.

As part of the adjustment, the Company recorded the following corrections to the prior accounting treatment on the balance sheet:

Goodwill	$	(3,694,107,417)
Capitalized Acquisition Costs	$	(111,360,000)
Additional Paid in Capital	$	4,170,398,452
Accumulated Surplus	$	(397,390,240)
Translation Reserve	$	32,459,205

(3) Significant Accounting Policies

Reverse Acquisition Accounting—We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition of Tingo Mobile. Accordingly, the consolidated financial statements reflect the results of Tingo Mobile for the periods indicated in this Report.

Earnings Per Share—Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. Pursuant to our 2021 Equity Incentive Plan adopted in 2021, in accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded in the first quarter of 2022 pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation.

Share-Based Compensation—We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation-Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all share-based awards that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. Determining the appropriate fair value of share-based awards requires the use of subjective assumptions, particularly given that the Company’s common stock is not actively traded. The assumptions used in calculating the fair value of share-based awards represents management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards.

Classes of Common Stock—The Company has two classes of common stock. Each share of Class A common stock is entitled to one (1) vote, and is entitled to receive dividends when and if declared by the board of directors out of assets legally available therefor. Each share of Class B common stock is entitled to ten (10) votes, but carries no dividend, distribution, liquidation, conversion, or economic rights of any kind.

Retained Earnings—The components that make up distributable earnings (accumulated undistributed surplus) on the Consolidated Balance Sheet as of March 31, 2022 and December 31, 2021 are as follows:

	March 31, 2022		December 31, 2021
Net income (loss) for the period	$	32,649,540	$	(39,026,340)
Acquisition of Former Business of the Company (IWeb)		—		(3,316,865)
Retained earnings		416,095,565		458,438,770
Retained Earnings	$	448,745,105	$	416,095,565

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Impairment of Long-Lived Assets—In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

Income Taxes—The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.

The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At March 31, 2022 and December 31, 2021, there were no uncertain tax positions that required accrual.

The reconciliation of income tax benefit of our parent company at the U.S. statutory rate of 25.0% for quarter and year ended March 31, 2022 and December 31, 2021, respectively, to the Company’s effective tax rate is as follows:

	March 31, 2022		Percent		December 31, 2021		Percent
Federal statutory rates	$	18,009,875	25.0	%	$	65,199,716	25.0	%
Valuation allowance against net deferred tax assets		(18,009,875)	(25.0)	%		(65,199,719)	(25.0)	%
Effective Tax	$	—	0.00	%	$	—	0.00	%

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets on an unconsolidated basis for the quarter and year ended March 31, 2022 and December 31, 2021, respectively, are as follows:

	March 31, 2022		December 31, 2021
Beginning of period	$	—	$	—
Net Operating Loss Carryforward (unconsolidated)		83,209,591		65,199,716
Valuation Allowance		(83,209,591)		(65,199,716)
Net Deferred Tax Assets	$	—	$	—

The income of a foreign subsidiary is not necessarily subject to U.S. tax, provided the income is from the active conduct of a trade or business within the non-U.S. jurisdiction. However, earnings of the foreign subsidiary, to the extent reinvested in the U.S. or distributed to the U.S. parent as a dividend, may be subject to U.S. tax. In addition, the Internal Revenue Code requires that transfer pricing between a U.S. parent and a foreign subsidiary be made on an arms’ length basis. Tingo Mobile, our sole operating subsidiary, did not issue any dividends during the years ended December 31, 2021 and 2020, or the quarter ended March 31, 2022.

In our Consolidated Statements of Comprehensive Income, we have deducted taxes payable in connection with our operations in Nigeria. However, inasmuch as the U.S. and Nigeria do not have a tax treaty, we do not receive a corresponding credit in the U.S. for tax paid in Nigeria by Tingo Mobile, our wholly-owned subsidiary. In addition, our parent company, Tingo, Inc. has incurred operating losses on an unconsolidated basis, largely due to non-cash expenses associated with stock awards made pursuant to our 2021 Equity Incentive Plan. Our ability to utilize tax losses associated with the operations of our parent company is restricted, however, due to limitations on the deductibility of certain share compensation to our executive officers and directors that may be deemed ‘excess compensation’ pursuant to Section 162(m) of the Internal Revenue Code.

Subject to any such disallowances pursuant to Code Section 162(m), as of March 31, 2022, the Company has approximately $83.2 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled

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reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on this assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOL’s because it is more likely than not that all of the deferred tax asset will not be realized as the parent company is not presently income producing.

Inventory—The Company holds certain stocks of spare parts to support the maintenance of new phones. These are recorded at cost. The company does not hold significant stock of new phones in the event of damage or replacement. Inventory is measured on the first-in, first-out method.

Operating Segments—We have examined our operating business pursuant to the guidance of ASC 280, Segment Reporting, which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about customers, products and geographic areas. Operating segments are defined as components of an enterprise that engage in business activities that earn revenues, incur expenses and prepare separate financial information that is evaluated regularly by our Chief Operating Decision Maker (“CODM”) in order to allocate resources and assess performance. Resources are allocated and performance is assessed by the CODM.

Based on the provisions of ASC 280, we have evaluated our operating business and considered various factors associated therewith, including the concentration of our business in one country and the integration of our leasing business with the use of our agri-fintech platform that utilizes software embedded within the leased device. Accordingly, this evaluation resulted in one reportable segment.

Deferred Income—The Company reflects the full value of the 12-month revenues due in accordance with our mobile leasing contracts. We recognize leasing revenue from these contracts on a ratable basis over the 12-month term. We do not allocate the costs of our mobile phones against these revenues as a cost of sales, but instead recognize depreciation expense ratably on a straight-line basis over the estimated 3-year useful life of the devices.

Leased Assets—The Company makes the use of leasing arrangements principally for the provision of the offices and related facilities. The rental contracts for offices are typically negotiated for terms of between 1 and 10 years and some of these have extension terms. Lease terms for office fixtures and equipment have lease terms of between 1 year and 10 years without any extension terms. The company does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions such as purchase options and escalation clauses. The Company assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

Measurement and Recognition of Leases as a Lessee—At lease commencement date, the Company recognizes a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the incremental borrowing rate. The incremental borrowing rate is the estimated rate that the Company would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the company.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

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The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognized in profit or loss.

Payments under leases can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate. Except for where the change in lease payments results from a change in floating interest rates, in which case the discount rate is amended to reflect the change in interest rates.

The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to residential houses for a year. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.

Accounting Pronouncements—In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments. The new guidance removes the separation models for convertible debt with a cash conversion feature or a beneficial conversion feature. In addition, the new standard provides guidance on calculating the dilutive impact of convertible debt on earnings per share. The ASU clarifies that the average market price should be used to calculate the diluted earnings per share denominator when the exercise price or the number of shares that may be issued is variable. The ASU is effective for the Company on January 1, 2022, including interim periods, with early adoption permitted, although implementation has been delayed for smaller reporting companies for fiscal years beginning after December 15, 2023. The ASU permits the use of either a full or modified retrospective method of adoption. The Company is still evaluating the impact of the adoption of this ASU on its future financial statements and disclosures.

(4)Share-Based Compensation

On October 6, 2021, the Company’s Board of Directors adopted our 2021 Equity Incentive Plan (“Incentive Plan”), the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants of Tingo to develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our Class A common stock that are subject to awards granted under the Incentive Plan is 131,537,545 shares. The term of the Incentive Plan will expire on October 6, 2031. On October 12, 2021, our stockholders approved our Incentive Plan and, during the fourth quarter of 2021 and the first three months of 2022, the Tingo Compensation Committee granted awards under the Incentive Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of 118,870,000 shares. The majority of the awards so issued are each subject to a vesting requirement over a 2-year period unless the recipient thereof is terminated or removed from their position without “cause”, or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Company. We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all stock awards under the Incentive Plan that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. In connection with these awards, we recorded stock-based compensation expense and professional fees of $16.7 million and $55.1 million, respectively, for the three months ended March 31, 2022. As of March 31, 2022, total compensation expense to be recognized in future periods is $49.3 million. The weighted average period over which this expense is expected to be recognized is 1.5 years.

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The following table summarizes the activity related to granted, vested, and unvested restricted stock awards under the Incentive Plan for the three months ended March 31, 2022:

		Weighted
	Number of	Average Grant
	Shares	Date Fair Value
Unvested shares outstanding, January 1, 2022	36,950,833	$	1.80
Shares Granted	10,000,000	$	5.50
Shares Vested	19,739,167	$	3.65
Shares Forfeited	—		—
Unvested shares outstanding, March 31, 2022	27,211,666	$	1.81

(5) Revenue Recognition

Policy

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount:

1. Identification of the promised goods in the contract;

2. Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract;

3. Measurement of the transaction price, including the constraint on variable consideration;

4. Allocation of the transaction price to the performance obligations; and

5. Recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations with regard to its leasing contracts are satisfied over time in the case of our mobile phone leases, and at a point in time in the case of our agri-fintech services, typically upon delivery.

Our revenue is comprised of lease payments for our smartphone devices, and fees for services and financial technology solutions. We offer service-only contracts and contracts that bundle equipment used to access the services and/or with other service offerings. Some contracts have fixed terms and others are cancellable on a short-term basis (i.e., month-to-month arrangements). We have elected to record revenue net of taxes collected from our customers that are remitted to governmental authorities, with the collected taxes recorded within other current liabilities until remitted to the relevant government authority.

Sources

The Company has the following principal revenue sources:

● Mobile Leasing – customers enter a 12-month contract for a fixed monthly rental. The customers are committed for the full term. Our accounting policy is to recognize lease revenue ratably during the term. We do not assess a cost of sales associated with such lease revenue, but instead depreciate our mobile devices ratably on a straight-line basis over their estimated useful life of 36 months.

● Call and Data Services – our customers use call and data services at normalized rates which, given the increasing proliferation of wifi connections, even in rural locations, have steadily declined over time.

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● Nwassa services – this is our Agri-Fintech platform powered by the smartphones leased on a 12-month term as described above, known as ‘device as a service’. Revenue is recognized based on fixed percentage of the value of the transaction on the following basis when transactions are executed as follows:

● Agri- Marketplace – percentage of the value of produce trade on Nwassa

● Mobile airtime top up – fixed percentage of value of top-up

● Utilities – fixed percentage of value of transaction

● Mobile Insurance – fixed fee recognized monthly based on contract

● Financial Services (Loans and related services) – fixed referral fee as completed

While our Nwassa applications are integrated with our branded phones, each of the services are distinct and independent performance obligations of the Company. The range and quantity of services used are determined solely by the end-user.

(6) Foreign Currency Translation

Functional and presentation currency—The consolidated financial statements are presented in U.S. dollars, which is the presentation currency, the functional currency is Nigeria Naira.

The exchange rate used for conversion is:

	March 31,	December 31,
	2022	2021
Balance Sheet:
Nigerian Naira	415.72	412.99
Profit and Loss :
Nigerian Naira	414.355	396.46

Foreign currency transactions—Foreign currency transactions are translated into the functional currencies of the Company’s subsidiaries using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of operations and comprehensive income. Non-monetary items carried at cost are translated using the exchange rate at the date of the transaction. Non-monetary items carried at fair value are translated at the date the fair value is determined. For Nigeria, due to the volatile nature of the exchange rate, we have applied the prudent approach to convert both the Profit and Loss and Balance Sheet at the same rate to indicate a fairer reflection of the state of affairs.

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(7) Inventory

Inventory on hand consisted of the following:

	March 31, 2022		December 31, 2021
Spare parts	$	103,218	$	129,823
Total Inventory	$	103,218	$	129,823

(8) Accounts Receivable

	March 31, 2022		December 31, 2021
Accounts receivable gross	$	94,840,775	$	364,350,175
Allowance for expected credit loss		(49,094)		(42,065)
		94,791,681		364,308,110
Directors current account		-		289
Total Accounts Receivable, net	$	94,791,681	$	364,308,399

Accounts Receivable—This amount consists almost exclusively of trade receivables relating to our 1-year smartphone leasing contract we entered into with our customers during 2021. The release and delivery of new phones in accordance with the new phone contracts took place in May 2021 and August 2021, respectively. The balances reflect the remaining balance outstanding as at March 31, 2022 and December 31, 2021. The previous lease contracts expired in May 2020. The delay in renewal of new contracts was due to impact of Covid 19 and delays in recommencement of our supply chains as a consequence. The new phone leasing contracts will expire in April 2022 and July 2022 respectively. The company had approximately 9.3 million subscribers for this service as of March 31, 2022 and December 31, 2021. The Company has successfully renewed its previous contract that expired in May 2020 without any attrition in the number of subscribers. We view this as significant, given the gap of a year due to the Covid-19 pandemic that affected our supply chain in 2020 and the early part of 2021. We believe it is a clear demonstration of our ability to maintain subscriber loyalty and reflection of affordability at the price point we offer our subscribers over the three-year leasing period. Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic conditions, and our historical write-off experience, net of recoveries. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. We recognized bad debt expense of $47,398 during the quarter ended March 31, 2022 and $99,247 relating to our receivables in 2021. The allowance for credit loss for the quarter ended March 31, 2022 was $49,094 and was $42,065 for the year ended December 31, 2021.

We offer our customers the option to purchase certain wireless devices in installments over a specified period of time and, in many cases, once certain conditions are met, they may be eligible to trade in the original equipment for a new device and have the remaining unpaid balance paid or settled. As of December 31, 2021, all receivables on this arrangement have been collected and the balance has been written off, and no new receivables have been incurred during the quarter ended March 31, 2022.

We have a strong history of mobile leasing to our subscriber base in partnership with our farmers’ cooperatives. Unlike a typical mobile leasing business, we analyze credit risk on these cooperatives and not directly with our 9.3m subscribers. We have history of leasing to the same number of subscribers since 2017, and have a strong collection record where the cooperatives settle the monthly leasing receivables in bulk. The cooperatives manage the interaction and collection from their members and, therefore, we do not undertake direct credit risk with our subscribers. This ‘business to business’ credit model has assured minimal bad debts and late payments, as well as reduced administrative effort needed to collect monthly receivables due over the 12-month contract.

The Company’s agreement with its manufacturer does not include a renewal or termination feature once delivery of the devices has occurred and the Company has approved the quality of the delivery and/or waived any such approval by failing to object to any nonconformity within 30 days of delivery.

(9)Property, Plant & Equipment

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			MOTOR	FURNITURE &	OFFICE	PLANT &	SITE	MOBILE
	LAND	BUILDING	VEHICLES	FITTINGS	EQUIPMENT	MACHINERY	INSTALLATIONS	DEVICES	Total
	$	$	$	$	$	$	$	$	$
COST
December 31, 2021	8,794,695	31,774,624	207,709	60,009	66,142	10,112,085	191,316,838	1,219,411,221	1,461,743,323
Additions	—	—	—	—	—	—	—	—	-
Forex translation difference	(57,754)	(208,661)	(1,363)	(394)	(434)	(66,405)	(1,256,362)	—	(1,591,373)
March 31, 2022	8,736,941	31,565,963	206,346	59,615	65,708	10,045,680	190,060,476	1,219,441,221	1,460,151,950
DEPRECIATION
December 31, 2021	—	8,246,459	126,507	41,444	62,662	10,074,915	—	244,290,317	262,860,304
Charged for the period	—	395,874	6,698	1,609	567	2,240	4,767,165	101,282,845	106,456,998
Forex translation difference	—	(55,571)	(853)	(278)	(414)	(48,286)	(15,651)	—	(121,053)
March 31, 2022	—	8,604,762	132,352	42,775	62,815	10,028,869	4,751,514	345,573,162	369,196,249
NET BOOK VALUE
December 31, 2021	8,794,695	23,510,165	81,202	18,565	3,480	37,170	191,316,838	975,120,904	1,198,883,019
March 31, 2022	8,736,941	22,961,201	73,994	16,840	2,893	16,811	185,308,962	873,838,059	1,090,955,701

The fixed assets table above refers to the Tingo Mobile business as consolidated into Tingo Inc. for the quarter and year ended March 31, 2022 and December 31, 2021, respectively.

Property, plant and equipment are carried at historical value and depreciated over their useful life. All property and equipment with a cost of $5,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

Plant and equipment consist of prototypes, mobile devices leased to our customers, software, furniture and equipment, which are depreciated on a straight-line basis over their expected useful lives.

	Estimated useful lives
	(years)
Buildings	20
Motor Vehicles	5
Furniture & Fittings	5
Office Equipment	5
Plant & Machinery	4
Mobile Devices	3
Site Installations	20

Site Installations relates to the capitalization of the Company’s investment in rural fiber network and equipment. Previously, it was classified as Work in Progress and the works were completed as of December 31, 2021. Depreciation on these assets commenced on January 1, 2022.

The total depreciation charge for the quarters ended March 31, 2022 and March 31, 2021 was $106,456,998 and $450,719, respectively.

(10) Intangible Assets and Work-in- Progress

Intangible Assets—The details below relate to Intangible Assets for Tingo Mobile as consolidated into the Company for the three months ended March 31, 2022. This represents cost incurred on software development of our mobile operating system and secure browser. This is Tingo’s proprietary operating system and mobile/web browser. The system and its technology platform is designed to help our customers securely execute financial transactions. This cost is amortized over 5 (Five) years, because on or before then we are expected to have significantly upgraded the software. For the three months ended March 31, 2022, the Company incurred capitalized costs of $ 0 and charged $283,941 in amortization costs for this period. For the year ended December 31, 2021, the Company incurred capitalized expenses of $0 and charged $1,187,042 in amortization expenses for this period.

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Cost
January 1, 2022	$	6,193,507
Additions		—
Forex translation difference		(904,770)
March 31, 2022		5,288,737
Amortization
January 1, 2022		4,026,671
Charge for the period		283,941
Forex translation difference		(398,817)
March 31, 2022		3,911,795
Carrying Amount	$	1,376,942

(11) Liquidity and Financing Arrangements

Liquidity—There are several factors that may materially affect our liquidity during the reasonably foreseeable future including, for example, currency volatility, foreign exchange controls and other items that affect cash flows to our parent company. In view of the foregoing, we believe that our operating cash flow and cash on hand will be sufficient to meet operating requirements from the date of this filing through the next twelve months.

Cash and Cash Equivalents—As of March 31, 2022, we had cash and cash equivalents of $25.3 million on a consolidated basis. As of December 31, 2021, we had cash and cash equivalents of $128.4 million on a consolidated basis. The cash and cash equivalent mainly consists of funds held with the company’s bank in Nigeria. The company ensures we optimize value by managing and placing excess liquidity on fixed deposits to earn income from such excess cashflows. Reduction is cash and cash equivalent is mainly due to a significant repayment of accounts payables to our core suppliers of mobile phones.

(12) Current and Non-Current Liabilities

Accounts Payable and Accruals

	March 31, 2022		December 31, 2021
Trade payables	$	273,013,297	$	755,758,199
Accrued compensation		1,947,820		—
Other payables		(129,895)		126,994
Total Accounts Payable and Accruals	$	272,883,402	$	755,885,193

Trade Payables—This represents the balance due to our Smartphone suppliers at March 31, 2022 and December 31, 2021.

Deferred Income—The balance represents to gross income due over the term of the 12-month phone leasing cycle. Monthly releases to revenue will be conducted in line with the Company’s revenue recognition policy and will reduce to $0 by April 2022 and July 2022 accordingly. The table below provides the aging of the balances between current and non-current liabilities as follows:

	March 31, 2022		December 31, 2021
Due within one year	$	89,285,248	$	221,215,018
Over one year		—		—
Total Deferred income		89,285,248		221,215,018
Deferred income - current portion		89,285,248		221,215,018
Deferred income - non-current portion		—		—
Total Deferred income	$	89,285,248	$	221,215,018

VAT—This represents the current and future VAT liability at rate of 7.5% relating to the mobile phone leasing contracts included under Accounts Receivable and Deferred Income. The table below shows the aging of when such liabilities will become due and payable:

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	March 31, 2022		December 31, 2021
Due within one year	$	6,953,424	$	17,162,192
Over one year		—		—
Total Value added tax		6,953,424		17,162,192
Value added tax - current portion		6,953,424		17,162,192
Value added tax - non-current portion		—		—
Total Value added tax	$	6,953,424	$	17,162,192

(13) Taxation and Deferred Tax

The provision for income tax consists of the following components for the three months ended March 31, 2022 and 2021:

	March 31, 2022		March 31, 2021
Income tax	$	38,698,829	$	12,533,548
Deferred tax		—		—
Education tax		—		835,570
Current Tax	$	38,698,829	$	13,018,431

The significant components of the tax liabilities as of March 31, 2022 and December 2021 are summarized below:

Current Tax Liabilities	March 31, 2022		December 31, 2021
Beginning of period	$	100,606,352	$	110,544,689
Charge for the period		38,698,829		104,802,090
		139,305,181		215,346,779
Paid during the period		—		(105,889,143)
Forex translation difference		(848,668)		(8,851,284)
Total Current Tax Liabilities	$	138,456,513	$	100,606,352

The significant components of the deferred tax liabilities as of March 31, 2022 and December 31, 2021 are summarized below:

Deferred Tax	March 31, 2022		December 31, 2021
Beginning of period	$	2,171,039	$	2,360,004
Change for the period		2,147,290		—
Forex translation difference		8,385		(188,965)
Total Deferred Tax Liabilities	$	4,326,714	$	2,171,039

(14) Commitments and Contingencies

Commitments

Operating Leases—We have operating leases covering office space in Nigeria and the United States. Our operating lease in Nigeria is a one-year lease with an option for the Company to renew, and the operating lease in the United States is on a month-to-month basis. We consider each of these arrangements to be a ‘low value lease’ and, accordingly, have not recognized a right of use asset or liability in our financial statements.

Purchase Commitments—Our principal purchase commitment consists of our agreement with our smartphone manufacturer, wherein we have two years to make full payment, but are otherwise not obligated to make any specified minimum payment during the interim. We nevertheless periodically make payments out of operating cash from time to time during the payment term and, at March 31, 2022, we had future commitments of approximately $271.1 million remaining under this agreement. Other than customary software licenses, we had no other significant purchase commitments, or commitments for capital expenditures, as of such date.

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Contingencies

Generally—Estimated losses from contingencies are accrued by a charge to earnings when information available prior to the issuance of the financial statements indicates that it is likely that a future event will confirm that an asset has been impaired or a liability incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. As March 31, 2022 and December 31, 2021, we have not assessed any charges against earnings for contingencies.

(15) Concentrations

Customers—While we may sell our branded phones from time to time to bulk purchasers, our primary customers consist of two farmers’ cooperatives in Nigeria, who collectively have approximately 9.3 million members. The cooperatives account for virtually all of our leasing revenue, while the members of the cooperatives account for a substantial majority of our Agri-Fintech revenue generated through our Nwassa platform. Should either of these cooperatives experience financial difficulties, our revenue and cash flows could be adversely impacted.

Manufacturer—We outsource the manufacture of our smartphones to a single manufacturer. During 2020 and 2021, we experienced substantial delays in the supply of new devices to our customers as a result of supply chain disruptions resulting principally from Covid-19, which in turn affected our revenue. Given that our manufacturer is located in China and may be subject to further economic dislocation in the future, we are subject to future risks of delayed or non-fulfillment under any new supply agreements into which we may enter.

(16) Related-Party Transactions and Agreements

From time to time, we may enter into transactions or incur indebtedness to persons affiliated with members of our board of directors or executive officers. We will seek to ensure that, to the greatest extent possible, any such agreements or transactions are undertaken on an arms-length basis and representative of standard commercial terms and conditions that would be available to us from third parties.

(17) Legal Proceedings

While we were not subject to any legal proceedings during the quarter ended March 31, 2022, from time to time, the Company or one or more of its subsidiaries may become a party to certain proceedings incidental to the normal course of our business. While the outcome of any potential legal proceedings cannot at this time be predicted with certainty, we do not expect that any such proceedings will have a material effect upon our financial condition or results of operations.

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(18) Subsequent Events

Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent event:

On October 6, 2022, the Company, MICT, Inc. (“MICT”), and representatives of each company’s shareholders entered into a Second Amended and Restated Agreement and Plan of Merger (“Restated Merger Agreement”). The common stock of MICT is traded on the Nasdaq Capital Market under the symbol ‘MICT’. The Restated Merger Agreement is the second restatement of the agreement and the result of efforts of Tingo and MICT to restructure the transaction as a multi-phase forward triangular merger (“Merger”) instead of as a reverse triangular merger as previously agreed. Under the terms of the Restated Merger Agreement, Tingo will create a newly-formed subsidiary incorporated in the British Virgin Islands (“Tingo BVI Sub”) to facilitate the Merger and hold the Company’s beneficial ownership interest in Tingo Mobile. MICT will also create a subsidiary incorporated in the British Virgin Islands (“MICT BVI Sub”), which will be merged with and into Tingo BVI Sub, with MICT BVI Sub as the surviving corporation and a subsidiary of MICT. The Merger will, therefore, result in Tingo Mobile becoming an indirect wholly-owned subsidiary of MICT, and the operations of Tingo Mobile, as an agri-fintech company, becoming the predominant operations of MICT. The aggregate consideration tendered by MICT to Tingo, the sole shareholder of Tingo Mobile, will consist of: (i) newly-issued common stock of MICT equal to 19.9% of its outstanding shares, calculated immediately prior to the closing date of the Merger; and (ii) two series of convertible preferred shares – Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the “MICT Preferred Shares”). The conversion of the MICT Preferred Shares is subject to various conditions, including approval of MICT’s shareholders and, in the case of the MICT Series B Convertible Preferred Stock, is also subject to Nasdaq approving a change of control of MICT. If all of the MICT Preferred Shares are converted into MICT common stock, Tingo will hold 75.0% of the outstanding shares of MICT. A summary of the Restated Merger Agreement and the actions taken by the Company and MICT in connection therewith are included in our Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission on October 14, 2022. On November 9, 2022, we filed a definitive Information Statement to provide information to our shareholders about the Merger, the Merger Agreement, and the transactions contemplated thereby.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Tingo, Inc. (“we,” “us,” “our,” “Tingo” or the “Company”), a Nevada corporation, was formed on February 17, 2015. Our shares trade on the OTC Markets trading platform under the symbol ‘TMNA’. We acquired our wholly-owned subsidiary, Tingo Mobile, PLC, a Nigerian public limited company (“Tingo Mobile”), in a share exchange with its sole shareholder effective August 15, 2021. The Company, including its subsidiary Tingo Mobile, is an Agri-Fintech company offering a comprehensive platform service through use of smartphones – ‘device as a service’ (using GSM technology) to empower a marketplace to enable subscribers/farmers within and outside of the agricultural sector to manage their commercial activities of growing and selling their production to market participants both domestically and internationally. The ecosystem provides a ‘one stop shop’ solution to enable such subscribers to manage everything from airtime top ups, bill pay services for utilities and other service providers, access to insurance services and micro finance to support their value chain from ‘seed to sale’.

As of March 31, 2022, Tingo had approximately 9.3 million subscribers using its mobile phones and Nwassa payment platform (www.nwassa.com). Nwassas Africa’s leading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology to enable access to markets in which they operate. Farm produce can be shipped from farms across Africa to any part of the world, in both retail and wholesale quantities. Nwassa’s payment gateway also has an escrow structure that creates trust between buyers and sellers. Our system provides real-time pricing, straight from the farms, eliminating middlemen. Our users’ customers pay for produce bought using available pricing on our platform. Our platform is paperless, verified and matched against a smart contract. Data is efficiently stored on the blockchain.

Our platform has created an escrow solution that secures the buyer, funds are not released to the seller until fulfilment. The platform also facilitates trade financing, ensuring that banks and other lenders compete to provide credit to our members.

Although we have a large retail subscriber base, ours is essentially a business-to-business-to-consumer (“B2B2C”) business model. Each of our subscribers is a member of one of two large farmers’ cooperatives with whom we have a contractual relationship and which relationship facilitates the distribution of our branded smartphones into various rural communities of member farmers. And it is through our phones and our proprietary applications imbedded therein where we are able to distribute our wider array of agri-fintech services and generate the diverse revenue streams as described in more detail in this report.

Our principal office is located at 43 West 23^rd Street, 2^nd Floor, New York, NY 10010, and the telephone number is +1-646-847-0144. Our corporate website is located at www.tingoinc.com, although it does not constitute a part of this Quarterly Report. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission (“SEC”). Our shares are traded on OTC Markets under the ticker symbol ‘TMNA’.

The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Amended 10-Q and in conjunction with the financial statements and notes thereto in the Company’s Annual Report on Form 10-K and any subsequent amendments thereto (“10-K”). In addition, some of the statements in this report constitute forward-looking statements. The matters discussed in this Amended 10-Q, as well as in future oral and written statements by management of Tingo, that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Important assumptions include our ability to generate revenues, achieve certain margins and levels of profitability, and the availability of additional capital. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Amended 10-Q should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this Amended 10-Q include statements as to:

● our future operating results;

● our business prospects;

● currency volatility, foreign exchange, and inflation risk;

● our contractual arrangements with our customers and other relationships with third parties;

● the dependence of our future success on the general economy and its impact on the industries in which we invest;

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● political instability in the countries in which we operate;

● uncertainty regarding certain legal systems in Africa;

● our dependence upon external sources of capital;

● our expected financings and capital raising;

● our regulatory structure and tax treatment;

● the adequacy of our cash resources and working capital;

● the timing of cash flows from our operations;

● the impact of fluctuations in interest rates on our business;

● market conditions and our ability to access additional capital, if deemed necessary;

● uncertainty regarding the timing, pace and extent of an economic recovery in the United States and elsewhere; and

● natural or man-made disasters and other external events that may disrupt our operations.

There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this Amended 10-Q, please see the discussion in “Item 1A. Risk Factors” in our 10-K. In particular, you should carefully consider the risks we have described in the 10-K and elsewhere in this Amended 10-Q concerning the coronavirus pandemic and the economic impact of the coronavirus on the Company and our operations. You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Amended 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date this Amended 10-Q is filed with the SEC.

Acquisition of Tingo Mobile plc

On August 15, 2021, the Company acquired all of the share capital of Tingo Mobile plc, a Nigerian corporation (“Tingo Mobile”) from Tingo International Holdings, Inc., a Delaware corporation (“TIH”), the sole shareholder of Tingo Mobile. Pursuant to the Acquisition Agreement executed in connection with the transaction, as subsequently amended, we issued TIH 1,028,000,000 shares of our Class A common stock and 65,000,000 shares of our Class B common stock. We also paid various fees and expenses in connection with the transaction, including 27,840,000 shares of our Class A common stock as a finder’s fee.

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Results of Operations

Three Months Ended March 31, 2022 Compared with the Three Months Ended March 31, 2021

The Company’s consolidated results from operations for the three months ended March 31, 2022 and March 31, 2021 are summarized as follows:

	Three Months Ended
(In Thousands)			% of				% of
	March 31, 2022		Revenue		March 31, 2021		Revenue
Revenue	$	257,058	—		$	45,238	—
Operating Expense		(185,895)	72.32	%		(4,615)	10.20	%
Operating Income		71,163	27.68	%		40,623	89.80	%
Other Income, net		186	—			60	—
Income before taxes		71,349	27.76	%		40,682	89.93	%
Income tax expense		(38,699)				(13,018)
Net Income	$	32,650	12.70	%	$	27,664	61.15	%

Tingo’s operating income for the three months ended March 31, 2022 was $71.2 million as compared to $40.6 million during the three months ended March 31, 2021, an increase of $30.6 million, or 75.4%. Excluding costs during the quarter associated with awards made under our 2021 Equity Incentive Plan, Tingo’s operating income for the three months ended March 31, 2022 was $143.2 million. The substantial increase in revenue and operating income is largely due to renewal of the mobile leasing activity that commenced in May 2021, as well as significantly positive growth of revenue mix in the higher margin business in Nwassa, where we earn up to a 4.0% commission on various financial transactions and have relatively insignificant marginal costs as compared to our sales and leasing business. With increased adoption rates and growth in our subscriber base, as Nwassa becomes a progressively larger component of our aggregate revenue, we expect overall gross profit margins to increase accordingly. Nwassa generates net margins over 90%. This is reflective in the growth of Tingo’s Net Income (excluding costs associated with stock awards made under our 2021 Equity Incentive Plan) which grew by 278.0% to $104.7 million for the three months ended March 31, 2022 compared to $27.7 million for the three months ended March 31, 2021.

Revenue

	Three Months Ended
	March 31, 2022		March 31, 2021
Mobile Phone leasing	$	121,773,857	$	—
Services- Mobile calls & data		13,726,612		13,576,878
NWASSA revenue		151,557,050		31,661,247
Airtime		3,425,518		2,035,539
Brokerage on loans		4,120,651		565,275
Insurance		6,595,200		—
Trading on agricultural produce		62,198,505		15,100,452
Utility		45,217,176		13,959,981
Total Revenue	$	257,057,519	$	45,238,125

Generally. We generated total revenue of $257.1 million during the quarter ended March 31, 2022 compared to $45.2 million during the quarter ended March 31, 2021, an over five-fold increase. In addition to recognizing leasing and service revenue from our mobile phones during the first quarter of 2022, we also experienced sharp growth in the utilization of our Nwassa agri-fintech platform as compared to the first quarter of 2021. Comparing successive quarters of Q4 2021 and Q1 2022, excluding one off-sales of mobile phones amounting to $301.0 million in the fourth quarter of 2021, total revenue for the Company increased substantially from from $215.5 million in the fourth quarter of 2021 to $257.1 million in the first quarter of 2022, an increase of $41.6 million, or 19.3%. Our Nwassa Agri-Fintech platform delivered a strong growth in revenue, increasing from $77.9 million in the fourth quarter of 2021 to $121.5 million in the first quarter 2022, a significant increase of 56.0% quarter-on-quarter. The principal reasons for the increases during the first quarter of 2022 as compared to the first quarter and fourth quarter of 2021 were as follows:

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● The increased use of our Nwassa agri-fintech services by our subscribers, which saw an increase of $89.8 million in revenue for the first quarter of 2022 as compared to the first quarter of 2021. This represents a net growth of 283.6% for the comparable period. Our strategy of enabling rural communities with an affordable smartphone ‘device as a service’ has proved successful in increasing the volume of agri produce trading being conducted on the platform. Given the fees we earn through these services, we estimate that the Company processed approximately $2.9 billion in transaction volume for our subscribers during the first quarter of 2022 (fourth quarter of 2021 estimate - $1.8 billion).

● The Agri-marketplace that enables farmers to trade their farm produce delivered over 400% growth in revenue during the first quarter of 2022 as compared to the first quarter of 2021. Agri-trading revenues for the first quarter of 2022 were $62.2 million, as compared to $15.1 million during the first quarter of 2021 and $29.4 million during the fourth quarter of 2021.

● Utility top-ups on Nwassa saw revenues increase to $45.2 million for the first quarter 2022 as compared to $13.9 million in the first quarter of 2021 and $37.4 million during the fourth quarter 2021. This represents a growth rate of 325% on a year-over-year basis, and a 20.8% growth rate as compared to the fourth quarter of 2021.

● The significant growth in Nwassa revenues is in line with our strategy to expand our Agri-Fintech business as our core focus with the access to mobile devices as an enabler to assure access and connectivity to our Nwassa platform.

● The decline in the Naira -USD exchange rate from March 31, 2021 to March 31, 2022 has been mitigated by the significant organic growth of both volume and margins on our agri-fintech trading business.

Mobile leasing revenues continue to be in line with expectations of our one-year leasing contract and have been slightly impacted by the declining exchange rate.

Leasing revenue is recognized over 12 months in equal instalments from the date of sign up of the contract. Inasmuch as our lease agreements did not commence until later in 2021, we had $0 in leasing revenue during the quarter ended March 31, 2021 as compared to $121.8 million for the quarter ended March 31, 2022. Nwassa, our Agri-Fintech platform, generated 47.3% of total Company revenue during the three months ended March 31, 2022 compared to 70.0% of total revenue for the three months ended March 31, 2021. The substantially higher relative contribution of Nwassa to overall revenue in the first quarter of 2021 was merely due to the absence of leasing revenue during that period. By comparison, our agri-fintech revenue for the three months ended December 31, 2021 was 15.1%. Examining quarter-on-quarter growth more closely, the level of growth in our Nwassa Agri-Fintech platform recorded significant increased activity in the number of farmers trading on our Agri-Marketplace for the three months ended March 31, 2022 as compared to the three months ended December 31, 2021.

Utility top-up activity levels more than tripled during the first quarter of 2022 as compared to the first quarter of 2021, and were also up 38% as compared to the fourth quarter of 2021. We believe that the strong performance of the Agri-fintech side of our business is a clear demonstration of the maturity and adoption of the Nwassa platform by a higher percentage of our ‘Device as a Service’ customer base, powered through farmers’ cooperatives. The level of loan brokerage increased by over 700% for the first quarter of 2022 as compared to the first quarter of 2021 and over 270% as compared to the fourth quarter of 2021. We noted that at least 30% of the non-leasing customer base who purchased our mobile phones in November 2021 registered for access to the Nwassa platform to manage airtime and utility payments. This is significant, inasmuch as we view this as a demonstration of our successful campaigns we ran to register customers who bought a phone via a third cooperative with which we contracted in November 2021.

However, we believe that it is important to understand that the provision of smartphones is the means to drive a higher level of access to our Nwassa Agri-Fintech platform, to enable our customers to participate in our Agri-marketplace, top up their airtime, pay for utilities, insure their mobile devices and access credit services through partner institutions. Typical fees and commissions on these services can be up to 4.0%. Insurance revenue is fixed at $0.24 per device per month. Our focus on providing an affordable mobile device is core to the delivery of our fintech services and we call that ‘Device as a Service’ model. The richness of our Agri-Fintech service and related payment services deliver a very unique model of social upliftment and financial inclusion to rural communities. The agri-marketplace we have created provides our customers with an opportunity to market their fresh produce to reduce the ‘time to market’ and contribute towards our objectives to support the rural farming community with products and services that enable reduction in ‘post-harvest losses’ - a key area of focus for us as part of our investment to deliver services through use of smartphones to drive tangible social upliftment through increased sales for such farmers using the Nwassa platform.

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Cost of Revenues

The following table sets forth the cost of revenues for the three months ended March 31, 2022 and March 31, 2021:

	Three Months Ended
	March 31, 2022		March 31, 2021
Commission to Cooperatives and Agents	$	2,499,840	$	2,511,941
Total cost of revenues	$	2,499,840	$	2,511,941

The Company’s cost of revenues for the three months ended March 31, 2022 and 2021 was $2.5 million in each period. The Company does not expense the manufacturing cost of its leased phones, but instead records depreciation expense on a straight line basis over 36 months, which is the estimated useful life of the phones.

Cost of revenues consists of two key elements:

● Commissions to Cooperatives and Agents - the Company has over 17,000 agents that support the rollout of our services through Cooperatives and an independent agency network of rural farmers and women.

● Cost of Resold Mobile Phones – from time to time, we will sell our branded phones in one-off transactions. In such cases, we allocate the costs of manufacture and delivery against the sales price of the phones.

Selling, General & Administrative Expenses

The following table sets forth selling, general and administrative expenses for the three months ended March 31, 2022 and March 31, 2021:

	Three Months Ended
	March 31, 2022		March 31, 2021
Payroll and related expenses	$	19,241,212	$	690,696
Distribution expenses		221,187		104,573
Professional fees		55,669,412		315,434
Bank fees and charges		636,047		62,824
Depreciation and amortization		106,740,939		740,616
General and administrative - other		838,913		189,167
Bad debt expenses		47,398		—
Selling, General and Administrative Expenses	$	183,395,108	$	2,103,310

Prior year expenses mainly relate to general and administrative expenses only. Our acquisition of Tingo Mobile and the attendant expenses to maintain our status as a public reporting company has substantially increased these costs. In addition, in 2021, we adopted our 2021 Equity Incentive Plan which provided for, among other awards, shares of restricted stock to Plan participants. This resulted in stock-based compensation expense for staff and directors of $17.0 million for the quarter ended March 31, 2022. In addition, stock-based payments constituting professional fees were $55.0 million. Eliminating non-cash expenditures such as compensation expense and professional fees relating to these stock awards, the Company had profit before tax of approximately $143.3 million on a consolidated basis during the first quarter of 2022. A detailed breakdown of other costs included in Selling General and Administrative Expenses are contained in the Consolidated Profit and Loss Statement. A substantial part of these costs relate to Tingo Mobile’s operations in Nigeria.

2021 Equity Incentive Plan

On October 6, 2021, the Board adopted our 2021 Equity Incentive Plan (“Incentive Plan”), the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants of Tingo to develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest

26

in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our Class A common stock that are subject to awards granted under the Incentive Plan is 131,537,545 shares. The term of the Incentive Plan will expire on October 6, 2031. On October 12, 2021, our stockholders approved our Incentive Plan and, during the fourth quarter of 2021 and the first quarter of 2022, the Tingo Compensation Committee granted awards under the Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of 118,870,000 shares. The majority of the awards so issued are each subject to a vesting requirement over a 2-year period unless the recipient thereof is terminated or removed from their position without “cause”, or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Company. We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. In connection with these awards, we recorded stock-based compensation expense and professional fees of $72.0 million in the aggregate for the three months ended March 31, 2022. The weighted average period over which this expense is expected to be recognized is 1.5 years.

The following table summarizes the activity related to granted, vested, and unvested restricted stock awards under the Incentive Plan for the three months ended March 31, 2022:

		Weighted
	Number of	Average Grant
	Shares	Date Fair Value
Unvested shares outstanding, January 1, 2022	36,950,833	$	1.80
Shares Granted	10,000,000	$	5.50
Shares Vested	19,739,167	$	3.65
Shares Forfeited	—		—
Unvested shares outstanding, March 31, 2022	27,211,666	$	1.81

Liquidity and Capital Resources

Sources and Uses of Cash: Our principal sources of liquidity are our cash and cash equivalents, and cash generated from operations. On September 24, 2021, we filed a Form D with the Securities and Exchange Commission indicating the sale of our securities in one or more private transactions (the “Private Offering”). We expect that, as a result of the Private Offering, we will also be able to secure sufficient operating and working capital for our parent company activities for the next twelve months.

Cash on Hand. As of March 31, 2022, our cash and cash equivalents totaled $25.3 million on a consolidated basis. This is a significant reduction from the quarter ended December 31, 2021 due mainly to a substantial reduction in accounts payable linked to the Company’s mobile phone supplier. Virtually all of our cash is denominated in Nigerian Naira and deposited in Nigeria-based financial institutions.

Indebtedness: The Company had no financial debt as at March 31, 2022 or December 31, 2021.

We expect our cash on hand, proceeds received from our assets and operations, cash flow from operations will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to raise additional financing to support our parent company’s operating and compliance expenditures.

Our cash flows from operations could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions, regulatory requirements, changes in technologies, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions. Our ability to attract and maintain a sufficient customer base, particularly in our principal markets, is critical to our ability to maintain a positive cash flow from operations. The foregoing events individually or collectively could affect our results.

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We are evaluating the impact of current market conditions on our Company and its ability to generate dollar-denominated income. We believe that our operating cash flow and cash on hand will be sufficient to meet operating requirements and to finance routine capital expenditures through the next twelve months.

Off Balance Sheet Arrangements

None.

Dividends

On November 10, 2021, our Board adopted a Dividend Policy for the Company. The Policy provides a process that the Board will undertake when approving quarterly, annual, and special dividends for the Company including, but not limited to, various financial criteria and macroeconomic factors, as well as certain financial and economic factors specific to the Company. In the case of quarterly dividends, within ninety (90) calendar days following the end of each fiscal year, the Board will determine the dividend payment, if any, that will be made to holders of the Company’s capital stock. Such dividend will generally be expressed as a cash amount equal to a percentage of the Company’s consolidated after-tax net income for such prior fiscal year, and will be divided into fourths, with one-fourth of the amount payable each quarter. As of March 31, 2022, the Company has not paid any dividends in its history.

Subsequent Events

Our Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent event:

On October 6, 2022, the Company, MICT, Inc. (“MICT”), and representatives of each company’s shareholders entered into a Second Amended and Restated Agreement and Plan of Merger (“Restated Merger Agreement”). The common stock of MICT is traded on the Nasdaq Capital Market under the symbol ‘MICT’. The Restated Merger Agreement is the second restatement of the agreement and the result of efforts of Tingo and MICT to restructure the transaction as a multi-phase forward triangular merger (“Merger”) instead of as a reverse triangular merger as previously agreed. Under the terms of the Restated Merger Agreement, Tingo will create a newly-formed subsidiary incorporated in the British Virgin Islands (“Tingo BVI Sub”) to facilitate the Merger and hold the Company’s beneficial ownership interest in Tingo Mobile. MICT will also create a subsidiary incorporated in the British Virgin Islands (“MICT BVI Sub”), which will be merged with and into Tingo BVI Sub, with MICT BVI Sub as the surviving corporation and a subsidiary of MICT. The Merger will, therefore, result in Tingo Mobile becoming an indirect wholly-owned subsidiary of MICT, and the operations of Tingo Mobile, as an agri-fintech company, becoming the predominant operations of MICT. The aggregate consideration tendered by MICT to Tingo, the sole shareholder of Tingo Mobile, will consist of: (i) newly-issued common stock of MICT equal to 19.9% of its outstanding shares, calculated immediately prior to the closing date of the Merger; and (ii) two series of convertible preferred shares – Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the “MICT Preferred Shares”). The conversion of the MICT Preferred Shares is subject to various conditions, including approval of MICT’s shareholders and, in the case of the MICT Series B Convertible Preferred Stock, is also subject to Nasdaq approving a change of control of MICT. If all of the MICT Preferred Shares are converted into MICT common stock, Tingo will hold 75.0% of the outstanding shares of MICT. A summary of the Restated Merger Agreement and the actions taken by the Company and MICT in connection therewith are included in our Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission on October 14, 2022. On November 9, 2022, we filed a definitive Information Statement to provide information to our shareholders about the Merger, the Merger Agreement, and the transactions contemplated thereby.

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Item 3.Quantitative and Qualitative Disclosure about Market Risk

We are subject to financial market risks, including changes in interest rates, lease rates, credit rates, and general debt terms.

We are subject to risks regarding currency volatility and foreign exchange rates. In particular, we are subject to fluctuations in foreign exchange rates between the U.S. dollar, our reporting currency, and currencies of countries where we market or source our products and services, which presently consists principally of the Nigerian Naira. Such fluctuations may result in significant increases or decreases in our reported revenue and other results as expressed in dollars, and in the reported value of our assets, liabilities and cash flows. In addition, currency fluctuation may adversely affect receivables, payables, debt, firm commitments and forecast transactions denominated in non-U.S. currencies. In particular, transition risks arise where parts of the cost of sales are not denominated in the same currency of such sales. We currently do not hedge this exposure. Fluctuation in exchange rates, depreciation of local currencies, changes in monetary and/or fiscal policy or inflation in the countries in which we operate could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition to foreign currency risk, our ability to generate operating cash flows at our parent company level depends on the ability of our subsidiaries to upstream funds. Nigeria and other countries in which we may operate have exchange controls that can, from time to time, place restrictions on the exchange of local currency for foreign currency and the transfer of funds abroad. These controls and other controls that may be implemented in the future could limit the ability of our subsidiaries to transfer cash to us and make us dependent upon external sources of cash and credit.

We can offer no assurance that additional restrictions on currency exchange will not be implemented in the future or that these restrictions will not limit the ability of our subsidiaries to transfer cash to us, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Item 4.Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2022. In making this assessment, management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Based upon our evaluation of internal controls, our CEO and CFO determined that (i) we have a material weakness over our entity level control environment as of March 31, 2022 and (ii) our internal control over financial reporting was not effective as of March 31, 2022, inasmuch as we have recharacterized the acquisition of Tingo Mobile as a reverse acquisition under applicable accounting rules and, in accordance with ASC 718, have modified our expensing of share-based compensation in order to ratably expense non-employee stock awards that are subject to a time-based vesting.

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Part II.Other Information

Item 1.Legal Proceedings

From time to time, the Company is a party to certain proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our customers and subscribers. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon the Company’s financial condition or results of operations.

Item 1A. Risk Factors

In connection with our acquisition of Tingo Mobile and as a public company focused on the agri-fintech sector, we are subject to a number of risks, many of which are identified in our Annual Report on Form 10-K and any subsequent amendments thereto (“10-K”). As the business of the Company and its subsidiaries continues to develop, we intend to identify, as will be reasonably possible, any such additional risks and include the same in our subsequent filings and reports with the SEC.

Moreover, the economic dislocation precipitated by the coronavirus pandemic is still rapidly evolving. As of the date of filing of this Amended 10-Q, we are unable to predict either the potential near-term or longer-term impact that the coronavirus may have on our financial and operating results due to numerous uncertainties regarding the duration and severity of the crisis. To the greatest extent possible, we intend to operate our business in the ordinary course. Nevertheless, the ultimate impact of the coronavirus pandemic is highly uncertain and subject to change, and our business, results of operations, and financial condition have been and will likely continue to be impacted by future developments concerning the pandemic and the resulting economic disruption.

Readers should carefully consider these risks and all other information contained in our 10-K, including the Company’s financial statements and the related notes thereto. The risks and uncertainties described in our 10-K and throughout this Amended 10-Q are not the only ones facing the Company.

Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and performance.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not Applicable.

Item 5.Other Information

Not Applicable.

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Item 6.Exhibits

3.	Articles of Incorporation or Bylaws
	(a)	Amended and Restated Articles of Incorporation of the Company. [Incorporated by reference to Exhibit 3(i) to Registrant’s Current Report on Form 8-K filed on October 20, 2021]
	(b)	Amended and Restated Bylaws of the Company [Incorporated by reference to Exhibit 3(ii) to Registrant’s Current Report on Form 8-K filed on September 16, 2021]
	(c)	Acquisition Agreement, dated July 29, 2021, among the Company, Tingo International Holdings, Inc., and Tingo Mobile PLC. [Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on August 4, 2021.]
10.	Material Contracts
	(a)	Form of Indemnification Agreement between the Company and its directors and certain officers. [Incorporated by reference to Exhibit 10(a) to Registrant’s Quarterly Report on Form 10-Q/A filed on July 21, 2022]
	(b)	Code of Business Conduct and Ethics. [Incorporated by reference to Exhibit 14.1 to Registrant’s Current Report on Form 8-K filed on October 20, 2021]
	(c)	2021 Equity Incentive Plan. [Incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement on Form S-8, filed on October 12, 2021.]
	(d)	Amended and Restated Agreement and Plan of Merger among the Company, MICT, Inc., and MICT Merger Sub, Inc. [Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K, filed on June 15, 2022.]
31.	Rule 13a-14(a)/15d-14(a) Certifications
	1.	Certification by Chief Executive Officer*
	2.	Certification by Chief Financial Officer*
32.	Rule 1350 Certifications
	1.	Certification by Chief Executive Officer*
	2.	Certification by Chief Financial Officer*
101.INS	Formatted in Inline XBRL (Extensible Business Reporting Language) (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith

**The certifications furnished in Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

31

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned, thereunto duly authorized.

Dated: November 16, 2022

TINGO, INC.

/s/ Dozy Mmobuosi

 Dozy Mmobuosi

 Chief Executive Officer

32

EX-31.1

EXHIBIT 31.1

Form of Quarterly Certification Required

by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Dozy Mmobuosi, certify that:

1.I have reviewed this Amendment No. 2 to Quarterly Report on Form 10-Q/A of Tingo, Inc.;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a.Designed such disclosure controls and procedures. or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter in the case of a quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting, and;

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Dated: November 16, 2022

TINGO, INC.

/s/ Dozy Mmobuosi

Dozy Mmobuosi

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Form of Quarterly Certification Required

by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Dakshesh Patel, certify that:

1.I have reviewed this Amendment No. 2 to Quarterly Report on Form 10-Q/A of Tingo, Inc.;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a.Designed such disclosure controls and procedures. or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter in the case of a quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting, and;

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Dated: November 16, 2022.

TINGO, INC.

/s/ Dakshesh Patel

Dakshesh Patel

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the accompanying Amendment No. 2 to Quarterly Report of Tingo, Inc. (the “Company”) on Form 10-Q/A for the quarter ended March 31, 2022 (the “Report”), I, Dozy Mmobuosi, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) To my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 16, 2022.

TINGO, INC.

/s/ Dozy Mmobuosi

Dozy Mmobuosi

Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the accompanying Amendment No. 2 to Quarterly Report of Tingo, Inc. (the “Company”) on Form 10-Q/A for the quarter ended March 31, 2022 (the “Report”), I, Dakshesh Patel, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) To my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 16, 2022.

TINGO, INC.

/s/ Dakshesh Patel

Dakshesh Patel

Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 12, 2022
Document and Entity Information
Document Type	10-Q/A
Amendment Description	Amendment No. 2
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	333-205835
Entity Registrant Name	TINGO, INC.
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	43 West 23rd Street
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	(646)
Local Phone Number	847- 0144
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Trading Symbol	IWBB
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,227,516,211
Entity Central Index Key	0001648365
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	true
Entity Tax Identification Number	83-0549737
Entity Current Reporting Status	Yes

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 25,346,663	$ 128,367,605
Accounts receivable, net	94,791,681	364,308,399
Inventory	103,218	129,823
Total Current Assets	120,241,562	492,805,827
Non-Current Assets
Property, plant and equipment, net	1,090,955,701	1,198,883,019
Intangible assets, net	1,376,942	1,670,924
Total non-current assets	1,092,332,643	1,200,553,943
Total Assets	1,212,574,205	1,693,359,770
Current Liabilities
Accounts payable and accruals	272,883,402	755,885,193
Deferred income - current portion	89,285,248	221,215,018
Value added tax - current portion	6,953,424	17,162,192
Income tax payable	138,456,513	100,606,352
Total current liabilities	507,578,587	1,094,868,755
Non-current liabilities
Deferred Tax	4,326,714	2,171,039
Total non- current liabilities	4,326,714	2,171,039
Total Liabilities	511,905,301	1,097,039,794
Stockholder's Equity
Additional paid-in-capital	385,693,635	330,703,635
Retained earnings	448,745,105	416,095,565
Deferred stock compensation	(49,318,303)	(66,357,804)
Translation reserve	(85,731,549)	(85,391,436)
Total Stockholder's Equity	700,668,904	596,319,976
Total Liabilities and Stockholder's Equity	1,212,574,205	1,693,359,770
Class A Common shares
Stockholder's Equity
Common stock value	1,215,016	1,205,016
Class B Common Shares
Stockholder's Equity
Common stock value	$ 65,000	$ 65,000

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Class A Common shares
Common Stock, Shares Authorized	2,250,000,000	2,250,000,000
Common Stock, Shares, Issued	1,215,016,211	1,205,016,211
Common Stock, Shares, Outstanding	1,215,016,211	1,205,016,211
Class B Common Shares
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	65,000,000	65,000,000
Common Stock, Shares, Outstanding	65,000,000	65,000,000

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Revenues	$ 257,057,519	$ 45,238,125
Cost of sales	(2,499,840)	(2,511,941)
Gross Profit	254,557,679	42,726,184
Operating Expenses
Payroll and related expenses	19,241,212	690,696
Distribution expenses	221,187	104,573
Professional fees	55,669,412	315,434
Bank fees and charges	636,047	62,824
Depreciation and amortization	106,740,939	740,616
General and administrative expenses - other	838,913	189,167
Bad debt expenses	47,398		$ 99,247
Total Operating Expenses	183,395,108	2,103,310
Income from Operations	71,162,571	40,622,874
Other Income (Expenses)
Other income	185,798	59,721
Total Other Income	185,798	59,721
Income before tax	71,348,369	40,682,595
Taxation	(38,698,829)	(13,018,431)
Net Income after Tax	32,649,540	27,664,164	$ (39,026,340)
Other Comprehensive Loss
Translation Adjustment	(340,113)	(10,809,240)
Total Comprehensive Income	$ 32,309,427	$ 16,854,924
Earnings per share - Basic	$ 0.03	$ 0.02
Earnings per share - Diluted	$ 0.03	$ 0.02
Weighted average number of common shares outstanding - Basic	1,214,793,989	1,028,000,000
Weighted average number of common shares outstanding - Diluted	1,214,793,989	1,028,000,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)	Common Stock Class A Common shares	Common Stock Class B Common Shares	Additional Paid In Capital	Retained Earnings	Deferred Stock Compensation	Translation Reserve	Total
Beginning Balances at Dec. 31, 2020	$ 1,028,000	$ 65,000	$ 508,549	$ 458,438,770		$ (32,283,238)	$ 427,757,081
Beginning Balances (in shares) at Dec. 31, 2020	1,028,000,000	65,000,000
Net income for the quarter ended				27,664,164			27,664,164
Foreign Currency Translation Adjustment						(10,809,240)	(10,809,240)
Ending Balances at Mar. 31, 2021	$ 1,028,000	$ 65,000	508,549	486,102,934		(43,092,478)	444,612,005
Ending Balances (in shares) at Mar. 31, 2021	1,028,000,000	65,000,000
Beginning Balances at Dec. 31, 2020	$ 1,028,000	$ 65,000	508,549	458,438,770		(32,283,238)	427,757,081
Beginning Balances (in shares) at Dec. 31, 2020	1,028,000,000	65,000,000
Net income for the quarter ended							(39,026,340)
Ending Balances at Dec. 31, 2021	$ 1,205,016	$ 65,000	330,703,635	416,095,565	$ (66,357,804)	(85,391,436)	596,319,976
Ending Balances (in shares) at Dec. 31, 2021	1,205,016,211	65,000,000
Net income for the quarter ended				32,649,540			32,649,540
Issuance of shares for incentive compensation plan	$ 10,000		54,990,000		(55,000,000)
Issuance of shares for incentive compensation plan (in shares)	10,000,000
Vesting of deferred stock compensation					72,039,501		72,039,501
Foreign Currency Translation Adjustment						(340,113)	(340,113)
Ending Balances at Mar. 31, 2022	$ 1,215,016	$ 65,000	$ 385,693,635	$ 448,745,105	$ (49,318,303)	$ (85,731,549)	$ 700,668,904
Ending Balances (in shares) at Mar. 31, 2022	1,215,016,211	65,000,000

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Cash Flows from operating activities
Net Income	$ 32,649,540	$ 27,664,164	$ (39,026,340)
Adjustments to reconcile net income to cash provided by (used in) operating activities
Depreciation and amortization	106,740,939	760,566
Stock issued for services	55,000,000
Deferred compensation	17,039,500
Increase/Decrease related to
Inventories	26,605	(34)
Trade and other receivables	269,516,718	5,127,574
Accounts payable and accruals	(483,001,791)	(40,915)
Deferred income	(131,929,770)
Value added tax	(10,208,768)	(20,493,802)
Taxes payable	40,005,836	13,454,347
Net Cash provided by (used in) operating activities	(104,161,191)	26,471,900
Translation Adjustment	(4,994,945)	216,035
Net change in cash and cash equivalents	(109,156,136)	26,687,935
Cash and cash equivalents, beginning of the period	128,367,605	28,202,869	28,202,869
Cash and cash equivalents, end of the period	25,346,663	$ 54,890,804	$ 128,367,605
Outside Parties
Non-cash disclosures
Stock issued for services	$ 55,000,000

XML

Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2022

Description of Business and Basis of Presentation

Description of Business and Basis of Presentation

(1) Description of Business and Basis of Presentation

Description of Business—Tingo, Inc. (collectively, with our subsidiary, “we,” “us,” “our,” “Tingo” and the “Company”), a Nevada corporation, was formed on February 17, 2015. Our shares trade on the OTC Markets trading platform under the symbol ‘TMNA’. We acquired our wholly-owned subsidiary, Tingo Mobile, PLC, a Nigerian public limited company (“Tingo Mobile”), in a share exchange with its sole shareholder effective August 15, 2021. The Company, including its subsidiary Tingo Mobile, is an Agri-Fintech company offering a comprehensive platform service through use of smartphones – ‘device as a service’ (using GSM technology) to empower a marketplace to enable subscribers/farmers within and outside of the agricultural sector to manage their commercial activities of growing and selling their production to market participants both domestically and internationally. The ecosystem provides a ‘one stop shop’ solution to enable such subscribers to manage everything from airtime top ups, bill pay services for utilities and other service providers, access to insurance services and micro finance to support their value chain from ‘seed to sale’.

As of March 31, 2022, Tingo had approximately 9.3 million subscribers using its mobile phones and Nwassa payment platform (www.nwassa.com). Nwassa is Africa’s leading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology to enable access to market. Nwassa’s payment gateway also has an escrow structure that creates trust between buyers and sellers. Our system provides real-time pricing, straight from the farms, eliminating middlemen. Our users’ customers pay for produce bought using available pricing on our platform. Our platform is paperless, verified and matched against a smart contract. Data is efficiently stored on the blockchain.

Our platform has created an escrow solution that secures the buyer, funds are not released to the seller until fulfilment. The platform also facilitates trade financing, ensuring that banks and other lenders compete to provide credit to our members.

Tingo aims to be Africa’s leading Agri-Fintech player that transforms rural farming communities by enabling growers to connect through our proprietary platform to meet their complete needs from inputs, agronomy, off take and marketplace which delivers sustainable income in an impactful way. Additional information about the Company can be obtained from our website at www.tingoinc.com. Our website, however, does not constitute a part of this Amended 10-Q.

Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Articles 3 and 3A of Regulation S-X. All normal recurring adjustments considered necessary for a fair presentation have been included. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”)

Our results of operations for the quarter ended March 31, 2022 are not necessarily indicative of results that ultimately may be achieved for the remainder of 2022.

The Impact of COVID-19—In response to the COVID-19 pandemic, there have been a broad number of governmental and commercial actions taken to limit the spread of the virus, including social distancing measures, stay-at-home orders, travel restrictions, business shutdowns and slowdowns. The COVID-19 pandemic continues to be dynamic, and near-term challenges across the economy remain. Although vaccines are now being distributed and administered across many parts of the world, new variants of the virus have emerged and may continue to emerge that have shown to be more contagious. We continue to adhere to applicable governmental and commercial restrictions and to work to mitigate the impact of COVID-19 on our employees, customers, communities, liquidity and financial position.

XML

Change in Accounting Treatment

3 Months Ended

Mar. 31, 2022

Change in Accounting Treatment

Change in Accounting Treatment

(2) Change in Accounting Treatment

As disclosed in the Company’s Current Report on Form 8-K filed on June 15, 2022, in preparation for the planned merger of a subsidiary of the Company with a wholly owned subsidiary of Nasdaq-listed MICT, Inc., the Company reviewed and considered its accounting treatment of its Acquisition of Tingo Mobile on August 15, 2021. Based on this review, the Company elected to modify its accounting treatment of the Acquisition as a reverse acquisition of the Company by Tingo Mobile instead of as a forward acquisition of Tingo Mobile by the Company as had been previously presented.

Accordingly, the financial statements included herein have been prepared in accordance with reverse acquisition accounting rules, and now include the consolidated operating results of Tingo Mobile for the full periods presented, rather than using forward acquisition accounting as had been presented previously, which included the results of Tingo Mobile only from the date of the Acquisition.

As part of the adjustment, the Company recorded the following corrections to the prior accounting treatment on the balance sheet:

Goodwill	$	(3,694,107,417)
Capitalized Acquisition Costs	$	(111,360,000)
Additional Paid in Capital	$	4,170,398,452
Accumulated Surplus	$	(397,390,240)
Translation Reserve	$	32,459,205

XML

Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Significant Accounting Policies

Significant Accounting Policies

(3) Significant Accounting Policies

Reverse Acquisition Accounting—We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition of Tingo Mobile. Accordingly, the consolidated financial statements reflect the results of Tingo Mobile for the periods indicated in this Report.

Earnings Per Share—Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. Pursuant to our 2021 Equity Incentive Plan adopted in 2021, in accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded in the first quarter of 2022 pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation.

Share-Based Compensation—We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation-Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all share-based awards that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. Determining the appropriate fair value of share-based awards requires the use of subjective assumptions, particularly given that the Company’s common stock is not actively traded. The assumptions used in calculating the fair value of share-based awards represents management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards.

Classes of Common Stock—The Company has two classes of common stock. Each share of Class A common stock is entitled to one (1) vote, and is entitled to receive dividends when and if declared by the board of directors out of assets legally available therefor. Each share of Class B common stock is entitled to ten (10) votes, but carries no dividend, distribution, liquidation, conversion, or economic rights of any kind.

Retained Earnings—The components that make up distributable earnings (accumulated undistributed surplus) on the Consolidated Balance Sheet as of March 31, 2022 and December 31, 2021 are as follows:

	March 31, 2022		December 31, 2021
Net income (loss) for the period	$	32,649,540	$	(39,026,340)
Acquisition of Former Business of the Company (IWeb)		—		(3,316,865)
Retained earnings		416,095,565		458,438,770
Retained Earnings	$	448,745,105	$	416,095,565

Impairment of Long-Lived Assets—In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

Income Taxes—The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.

The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At March 31, 2022 and December 31, 2021, there were no uncertain tax positions that required accrual.

The reconciliation of income tax benefit of our parent company at the U.S. statutory rate of 25.0% for quarter and year ended March 31, 2022 and December 31, 2021, respectively, to the Company’s effective tax rate is as follows:

	March 31, 2022		Percent		December 31, 2021		Percent
Federal statutory rates	$	18,009,875	25.0	%	$	65,199,716	25.0	%
Valuation allowance against net deferred tax assets		(18,009,875)	(25.0)	%		(65,199,719)	(25.0)	%
Effective Tax	$	—	0.00	%	$	—	0.00	%

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets on an unconsolidated basis for the quarter and year ended March 31, 2022 and December 31, 2021, respectively, are as follows:

	March 31, 2022		December 31, 2021
Beginning of period	$	—	$	—
Net Operating Loss Carryforward (unconsolidated)		83,209,591		65,199,716
Valuation Allowance		(83,209,591)		(65,199,716)
Net Deferred Tax Assets	$	—	$	—

The income of a foreign subsidiary is not necessarily subject to U.S. tax, provided the income is from the active conduct of a trade or business within the non-U.S. jurisdiction. However, earnings of the foreign subsidiary, to the extent reinvested in the U.S. or distributed to the U.S. parent as a dividend, may be subject to U.S. tax. In addition, the Internal Revenue Code requires that transfer pricing between a U.S. parent and a foreign subsidiary be made on an arms’ length basis. Tingo Mobile, our sole operating subsidiary, did not issue any dividends during the years ended December 31, 2021 and 2020, or the quarter ended March 31, 2022.

In our Consolidated Statements of Comprehensive Income, we have deducted taxes payable in connection with our operations in Nigeria. However, inasmuch as the U.S. and Nigeria do not have a tax treaty, we do not receive a corresponding credit in the U.S. for tax paid in Nigeria by Tingo Mobile, our wholly-owned subsidiary. In addition, our parent company, Tingo, Inc. has incurred operating losses on an unconsolidated basis, largely due to non-cash expenses associated with stock awards made pursuant to our 2021 Equity Incentive Plan. Our ability to utilize tax losses associated with the operations of our parent company is restricted, however, due to limitations on the deductibility of certain share compensation to our executive officers and directors that may be deemed ‘excess compensation’ pursuant to Section 162(m) of the Internal Revenue Code.

Subject to any such disallowances pursuant to Code Section 162(m), as of March 31, 2022, the Company has approximately $83.2 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on this assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOL’s because it is more likely than not that all of the deferred tax asset will not be realized as the parent company is not presently income producing.

Inventory—The Company holds certain stocks of spare parts to support the maintenance of new phones. These are recorded at cost. The company does not hold significant stock of new phones in the event of damage or replacement. Inventory is measured on the first-in, first-out method.

Operating Segments—We have examined our operating business pursuant to the guidance of ASC 280, Segment Reporting, which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about customers, products and geographic areas. Operating segments are defined as components of an enterprise that engage in business activities that earn revenues, incur expenses and prepare separate financial information that is evaluated regularly by our Chief Operating Decision Maker (“CODM”) in order to allocate resources and assess performance. Resources are allocated and performance is assessed by the CODM.

Based on the provisions of ASC 280, we have evaluated our operating business and considered various factors associated therewith, including the concentration of our business in one country and the integration of our leasing business with the use of our agri-fintech platform that utilizes software embedded within the leased device. Accordingly, this evaluation resulted in one reportable segment.

Deferred Income—The Company reflects the full value of the 12-month revenues due in accordance with our mobile leasing contracts. We recognize leasing revenue from these contracts on a ratable basis over the 12-month term. We do not allocate the costs of our mobile phones against these revenues as a cost of sales, but instead recognize depreciation expense ratably on a straight-line basis over the estimated 3-year useful life of the devices.

Leased Assets—The Company makes the use of leasing arrangements principally for the provision of the offices and related facilities. The rental contracts for offices are typically negotiated for terms of between 1 and 10 years and some of these have extension terms. Lease terms for office fixtures and equipment have lease terms of between 1 year and 10 years without any extension terms. The company does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions such as purchase options and escalation clauses. The Company assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

Measurement and Recognition of Leases as a Lessee—At lease commencement date, the Company recognizes a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the incremental borrowing rate. The incremental borrowing rate is the estimated rate that the Company would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the company.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognized in profit or loss.

Payments under leases can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate. Except for where the change in lease payments results from a change in floating interest rates, in which case the discount rate is amended to reflect the change in interest rates.

The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to residential houses for a year. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.

Accounting Pronouncements—In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments. The new guidance removes the separation models for convertible debt with a cash conversion feature or a beneficial conversion feature. In addition, the new standard provides guidance on calculating the dilutive impact of convertible debt on earnings per share. The ASU clarifies that the average market price should be used to calculate the diluted earnings per share denominator when the exercise price or the number of shares that may be issued is variable. The ASU is effective for the Company on January 1, 2022, including interim periods, with early adoption permitted, although implementation has been delayed for smaller reporting companies for fiscal years beginning after December 15, 2023. The ASU permits the use of either a full or modified retrospective method of adoption. The Company is still evaluating the impact of the adoption of this ASU on its future financial statements and disclosures.

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Share-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-Based Compensation

Share-Based Compensation

(4)Share-Based Compensation

On October 6, 2021, the Company’s Board of Directors adopted our 2021 Equity Incentive Plan (“Incentive Plan”), the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants of Tingo to develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our Class A common stock that are subject to awards granted under the Incentive Plan is 131,537,545 shares. The term of the Incentive Plan will expire on October 6, 2031. On October 12, 2021, our stockholders approved our Incentive Plan and, during the fourth quarter of 2021 and the first three months of 2022, the Tingo Compensation Committee granted awards under the Incentive Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of 118,870,000 shares. The majority of the awards so issued are each subject to a vesting requirement over a 2-year period unless the recipient thereof is terminated or removed from their position without “cause”, or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Company. We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all stock awards under the Incentive Plan that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. In connection with these awards, we recorded stock-based compensation expense and professional fees of $16.7 million and $55.1 million, respectively, for the three months ended March 31, 2022. As of March 31, 2022, total compensation expense to be recognized in future periods is $49.3 million. The weighted average period over which this expense is expected to be recognized is 1.5 years.

The following table summarizes the activity related to granted, vested, and unvested restricted stock awards under the Incentive Plan for the three months ended March 31, 2022:

		Weighted
	Number of	Average Grant
	Shares	Date Fair Value
Unvested shares outstanding, January 1, 2022	36,950,833	$	1.80
Shares Granted	10,000,000	$	5.50
Shares Vested	19,739,167	$	3.65
Shares Forfeited	—		—
Unvested shares outstanding, March 31, 2022	27,211,666	$	1.81

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Revenue Recognition

3 Months Ended

Mar. 31, 2022

Revenue Recognition

Revenue Recognition

(5) Revenue Recognition

Policy

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount:

1. Identification of the promised goods in the contract;

2. Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract;

3. Measurement of the transaction price, including the constraint on variable consideration;

4. Allocation of the transaction price to the performance obligations; and

5. Recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations with regard to its leasing contracts are satisfied over time in the case of our mobile phone leases, and at a point in time in the case of our agri-fintech services, typically upon delivery.

Our revenue is comprised of lease payments for our smartphone devices, and fees for services and financial technology solutions. We offer service-only contracts and contracts that bundle equipment used to access the services and/or with other service offerings. Some contracts have fixed terms and others are cancellable on a short-term basis (i.e., month-to-month arrangements). We have elected to record revenue net of taxes collected from our customers that are remitted to governmental authorities, with the collected taxes recorded within other current liabilities until remitted to the relevant government authority.

Sources

The Company has the following principal revenue sources:

● Mobile Leasing – customers enter a 12-month contract for a fixed monthly rental. The customers are committed for the full term. Our accounting policy is to recognize lease revenue ratably during the term. We do not assess a cost of sales associated with such lease revenue, but instead depreciate our mobile devices ratably on a straight-line basis over their estimated useful life of 36 months.

● Call and Data Services – our customers use call and data services at normalized rates which, given the increasing proliferation of wifi connections, even in rural locations, have steadily declined over time.

● Nwassa services – this is our Agri-Fintech platform powered by the smartphones leased on a 12-month term as described above, known as ‘device as a service’. Revenue is recognized based on fixed percentage of the value of the transaction on the following basis when transactions are executed as follows:

● Agri- Marketplace – percentage of the value of produce trade on Nwassa

● Mobile airtime top up – fixed percentage of value of top-up

● Utilities – fixed percentage of value of transaction

● Mobile Insurance – fixed fee recognized monthly based on contract

● Financial Services (Loans and related services) – fixed referral fee as completed

While our Nwassa applications are integrated with our branded phones, each of the services are distinct and independent performance obligations of the Company. The range and quantity of services used are determined solely by the end-user.

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Foreign Currency Translation

3 Months Ended

Mar. 31, 2022

Foreign Currency Translation

Foreign Currency Translation

(6) Foreign Currency Translation

Functional and presentation currency—The consolidated financial statements are presented in U.S. dollars, which is the presentation currency, the functional currency is Nigeria Naira.

The exchange rate used for conversion is:

	March 31,	December 31,
	2022	2021
Balance Sheet:
Nigerian Naira	415.72	412.99
Profit and Loss :
Nigerian Naira	414.355	396.46

Foreign currency transactions—Foreign currency transactions are translated into the functional currencies of the Company’s subsidiaries using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of operations and comprehensive income. Non-monetary items carried at cost are translated using the exchange rate at the date of the transaction. Non-monetary items carried at fair value are translated at the date the fair value is determined. For Nigeria, due to the volatile nature of the exchange rate, we have applied the prudent approach to convert both the Profit and Loss and Balance Sheet at the same rate to indicate a fairer reflection of the state of affairs.

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Inventory

3 Months Ended

Mar. 31, 2022

Inventory

Inventory

(7) Inventory

Inventory on hand consisted of the following:

	March 31, 2022		December 31, 2021
Spare parts	$	103,218	$	129,823
Total Inventory	$	103,218	$	129,823

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Accounts and Other Receivables

3 Months Ended

Mar. 31, 2022

Accounts and Other Receivables

Accounts and Other Receivables

(8) Accounts Receivable

	March 31, 2022		December 31, 2021
Accounts receivable gross	$	94,840,775	$	364,350,175
Allowance for expected credit loss		(49,094)		(42,065)
		94,791,681		364,308,110
Directors current account		-		289
Total Accounts Receivable, net	$	94,791,681	$	364,308,399

Accounts Receivable—This amount consists almost exclusively of trade receivables relating to our 1-year smartphone leasing contract we entered into with our customers during 2021. The release and delivery of new phones in accordance with the new phone contracts took place in May 2021 and August 2021, respectively. The balances reflect the remaining balance outstanding as at March 31, 2022 and December 31, 2021. The previous lease contracts expired in May 2020. The delay in renewal of new contracts was due to impact of Covid 19 and delays in recommencement of our supply chains as a consequence. The new phone leasing contracts will expire in April 2022 and July 2022 respectively. The company had approximately 9.3 million subscribers for this service as of March 31, 2022 and December 31, 2021. The Company has successfully renewed its previous contract that expired in May 2020 without any attrition in the number of subscribers. We view this as significant, given the gap of a year due to the Covid-19 pandemic that affected our supply chain in 2020 and the early part of 2021. We believe it is a clear demonstration of our ability to maintain subscriber loyalty and reflection of affordability at the price point we offer our subscribers over the three-year leasing period. Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic conditions, and our historical write-off experience, net of recoveries. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. We recognized bad debt expense of $47,398 during the quarter ended March 31, 2022 and $99,247 relating to our receivables in 2021. The allowance for credit loss for the quarter ended March 31, 2022 was $49,094 and was $42,065 for the year ended December 31, 2021.

We offer our customers the option to purchase certain wireless devices in installments over a specified period of time and, in many cases, once certain conditions are met, they may be eligible to trade in the original equipment for a new device and have the remaining unpaid balance paid or settled. As of December 31, 2021, all receivables on this arrangement have been collected and the balance has been written off, and no new receivables have been incurred during the quarter ended March 31, 2022.

We have a strong history of mobile leasing to our subscriber base in partnership with our farmers’ cooperatives. Unlike a typical mobile leasing business, we analyze credit risk on these cooperatives and not directly with our 9.3m subscribers. We have history of leasing to the same number of subscribers since 2017, and have a strong collection record where the cooperatives settle the monthly leasing receivables in bulk. The cooperatives manage the interaction and collection from their members and, therefore, we do not undertake direct credit risk with our subscribers. This ‘business to business’ credit model has assured minimal bad debts and late payments, as well as reduced administrative effort needed to collect monthly receivables due over the 12-month contract.

The Company’s agreement with its manufacturer does not include a renewal or termination feature once delivery of the devices has occurred and the Company has approved the quality of the delivery and/or waived any such approval by failing to object to any nonconformity within 30 days of delivery.

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Property, Plant & Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant & Equipment

Property, Plant & Equipment

(9)Property, Plant & Equipment

			MOTOR	FURNITURE &	OFFICE	PLANT &	SITE	MOBILE
	LAND	BUILDING	VEHICLES	FITTINGS	EQUIPMENT	MACHINERY	INSTALLATIONS	DEVICES	Total
	$	$	$	$	$	$	$	$	$
COST
December 31, 2021	8,794,695	31,774,624	207,709	60,009	66,142	10,112,085	191,316,838	1,219,411,221	1,461,743,323
Additions	—	—	—	—	—	—	—	—	-
Forex translation difference	(57,754)	(208,661)	(1,363)	(394)	(434)	(66,405)	(1,256,362)	—	(1,591,373)
March 31, 2022	8,736,941	31,565,963	206,346	59,615	65,708	10,045,680	190,060,476	1,219,441,221	1,460,151,950
DEPRECIATION
December 31, 2021	—	8,246,459	126,507	41,444	62,662	10,074,915	—	244,290,317	262,860,304
Charged for the period	—	395,874	6,698	1,609	567	2,240	4,767,165	101,282,845	106,456,998
Forex translation difference	—	(55,571)	(853)	(278)	(414)	(48,286)	(15,651)	—	(121,053)
March 31, 2022	—	8,604,762	132,352	42,775	62,815	10,028,869	4,751,514	345,573,162	369,196,249
NET BOOK VALUE
December 31, 2021	8,794,695	23,510,165	81,202	18,565	3,480	37,170	191,316,838	975,120,904	1,198,883,019
March 31, 2022	8,736,941	22,961,201	73,994	16,840	2,893	16,811	185,308,962	873,838,059	1,090,955,701

The fixed assets table above refers to the Tingo Mobile business as consolidated into Tingo Inc. for the quarter and year ended March 31, 2022 and December 31, 2021, respectively.

Property, plant and equipment are carried at historical value and depreciated over their useful life. All property and equipment with a cost of $5,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

Plant and equipment consist of prototypes, mobile devices leased to our customers, software, furniture and equipment, which are depreciated on a straight-line basis over their expected useful lives.

	Estimated useful lives
	(years)
Buildings	20
Motor Vehicles	5
Furniture & Fittings	5
Office Equipment	5
Plant & Machinery	4
Mobile Devices	3
Site Installations	20

Site Installations relates to the capitalization of the Company’s investment in rural fiber network and equipment. Previously, it was classified as Work in Progress and the works were completed as of December 31, 2021. Depreciation on these assets commenced on January 1, 2022.

The total depreciation charge for the quarters ended March 31, 2022 and March 31, 2021 was $106,456,998 and $450,719, respectively.

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Intangible Assets and Work-in- Progress

3 Months Ended

Mar. 31, 2022

Intangible Assets and Work-in- Progress

Intangible Assets and Work-in- Progress

(10) Intangible Assets and Work-in- Progress

Intangible Assets—The details below relate to Intangible Assets for Tingo Mobile as consolidated into the Company for the three months ended March 31, 2022. This represents cost incurred on software development of our mobile operating system and secure browser. This is Tingo’s proprietary operating system and mobile/web browser. The system and its technology platform is designed to help our customers securely execute financial transactions. This cost is amortized over 5 (Five) years, because on or before then we are expected to have significantly upgraded the software. For the three months ended March 31, 2022, the Company incurred capitalized costs of $ 0 and charged $283,941 in amortization costs for this period. For the year ended December 31, 2021, the Company incurred capitalized expenses of $0 and charged $1,187,042 in amortization expenses for this period.

Cost
January 1, 2022	$	6,193,507
Additions		—
Forex translation difference		(904,770)
March 31, 2022		5,288,737
Amortization
January 1, 2022		4,026,671
Charge for the period		283,941
Forex translation difference		(398,817)
March 31, 2022		3,911,795
Carrying Amount	$	1,376,942

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Liquidity and Financing Arrangements

3 Months Ended

Mar. 31, 2022

Liquidity and Financing Arrangements

Liquidity and Financing Arrangements

(11) Liquidity and Financing Arrangements

Liquidity—There are several factors that may materially affect our liquidity during the reasonably foreseeable future including, for example, currency volatility, foreign exchange controls and other items that affect cash flows to our parent company. In view of the foregoing, we believe that our operating cash flow and cash on hand will be sufficient to meet operating requirements from the date of this filing through the next twelve months.

Cash and Cash Equivalents—As of March 31, 2022, we had cash and cash equivalents of $25.3 million on a consolidated basis. As of December 31, 2021, we had cash and cash equivalents of $128.4 million on a consolidated basis. The cash and cash equivalent mainly consists of funds held with the company’s bank in Nigeria. The company ensures we optimize value by managing and placing excess liquidity on fixed deposits to earn income from such excess cashflows. Reduction is cash and cash equivalent is mainly due to a significant repayment of accounts payables to our core suppliers of mobile phones.

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Current and Non-Current Liabilities

3 Months Ended

Mar. 31, 2022

Current and Non-Current Liabilities

Current and Non-Current Liabilities

(12) Current and Non-Current Liabilities

Accounts Payable and Accruals

	March 31, 2022		December 31, 2021
Trade payables	$	273,013,297	$	755,758,199
Accrued compensation		1,947,820		—
Other payables		(129,895)		126,994
Total Accounts Payable and Accruals	$	272,883,402	$	755,885,193

Trade Payables—This represents the balance due to our Smartphone suppliers at March 31, 2022 and December 31, 2021.

Deferred Income—The balance represents to gross income due over the term of the 12-month phone leasing cycle. Monthly releases to revenue will be conducted in line with the Company’s revenue recognition policy and will reduce to $0 by April 2022 and July 2022 accordingly. The table below provides the aging of the balances between current and non-current liabilities as follows:

	March 31, 2022		December 31, 2021
Due within one year	$	89,285,248	$	221,215,018
Over one year		—		—
Total Deferred income		89,285,248		221,215,018
Deferred income - current portion		89,285,248		221,215,018
Deferred income - non-current portion		—		—
Total Deferred income	$	89,285,248	$	221,215,018

VAT—This represents the current and future VAT liability at rate of 7.5% relating to the mobile phone leasing contracts included under Accounts Receivable and Deferred Income. The table below shows the aging of when such liabilities will become due and payable:

	March 31, 2022		December 31, 2021
Due within one year	$	6,953,424	$	17,162,192
Over one year		—		—
Total Value added tax		6,953,424		17,162,192
Value added tax - current portion		6,953,424		17,162,192
Value added tax - non-current portion		—		—
Total Value added tax	$	6,953,424	$	17,162,192

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Taxation and Deferred Tax

3 Months Ended

Mar. 31, 2022

Taxation and Deferred Tax

Taxation and Deferred Tax

(13) Taxation and Deferred Tax

The provision for income tax consists of the following components for the three months ended March 31, 2022 and 2021:

	March 31, 2022		March 31, 2021
Income tax	$	38,698,829	$	12,533,548
Deferred tax		—		—
Education tax		—		835,570
Current Tax	$	38,698,829	$	13,018,431

The significant components of the tax liabilities as of March 31, 2022 and December 2021 are summarized below:

Current Tax Liabilities	March 31, 2022		December 31, 2021
Beginning of period	$	100,606,352	$	110,544,689
Charge for the period		38,698,829		104,802,090
		139,305,181		215,346,779
Paid during the period		—		(105,889,143)
Forex translation difference		(848,668)		(8,851,284)
Total Current Tax Liabilities	$	138,456,513	$	100,606,352

The significant components of the deferred tax liabilities as of March 31, 2022 and December 31, 2021 are summarized below:

Deferred Tax	March 31, 2022		December 31, 2021
Beginning of period	$	2,171,039	$	2,360,004
Change for the period		2,147,290		—
Forex translation difference		8,385		(188,965)
Total Deferred Tax Liabilities	$	4,326,714	$	2,171,039

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

(14) Commitments and Contingencies

Commitments

Operating Leases—We have operating leases covering office space in Nigeria and the United States. Our operating lease in Nigeria is a one-year lease with an option for the Company to renew, and the operating lease in the United States is on a month-to-month basis. We consider each of these arrangements to be a ‘low value lease’ and, accordingly, have not recognized a right of use asset or liability in our financial statements.

Purchase Commitments—Our principal purchase commitment consists of our agreement with our smartphone manufacturer, wherein we have two years to make full payment, but are otherwise not obligated to make any specified minimum payment during the interim. We nevertheless periodically make payments out of operating cash from time to time during the payment term and, at March 31, 2022, we had future commitments of approximately $271.1 million remaining under this agreement. Other than customary software licenses, we had no other significant purchase commitments, or commitments for capital expenditures, as of such date.

Contingencies

Generally—Estimated losses from contingencies are accrued by a charge to earnings when information available prior to the issuance of the financial statements indicates that it is likely that a future event will confirm that an asset has been impaired or a liability incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. As March 31, 2022 and December 31, 2021, we have not assessed any charges against earnings for contingencies.

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Concentrations

3 Months Ended

Mar. 31, 2022

Concentrations

Concentrations

(15) Concentrations

Customers—While we may sell our branded phones from time to time to bulk purchasers, our primary customers consist of two farmers’ cooperatives in Nigeria, who collectively have approximately 9.3 million members. The cooperatives account for virtually all of our leasing revenue, while the members of the cooperatives account for a substantial majority of our Agri-Fintech revenue generated through our Nwassa platform. Should either of these cooperatives experience financial difficulties, our revenue and cash flows could be adversely impacted.

Manufacturer—We outsource the manufacture of our smartphones to a single manufacturer. During 2020 and 2021, we experienced substantial delays in the supply of new devices to our customers as a result of supply chain disruptions resulting principally from Covid-19, which in turn affected our revenue. Given that our manufacturer is located in China and may be subject to further economic dislocation in the future, we are subject to future risks of delayed or non-fulfillment under any new supply agreements into which we may enter.

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Related-Party Transactions and Agreements

3 Months Ended

Mar. 31, 2022

Related-Party Transactions and Agreements

Related-Party Transactions and Agreements

(16) Related-Party Transactions and Agreements

From time to time, we may enter into transactions or incur indebtedness to persons affiliated with members of our board of directors or executive officers. We will seek to ensure that, to the greatest extent possible, any such agreements or transactions are undertaken on an arms-length basis and representative of standard commercial terms and conditions that would be available to us from third parties.

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Legal Proceedings

3 Months Ended

Mar. 31, 2022

Legal Proceedings

Legal Proceedings

(17) Legal Proceedings

While we were not subject to any legal proceedings during the quarter ended March 31, 2022, from time to time, the Company or one or more of its subsidiaries may become a party to certain proceedings incidental to the normal course of our business. While the outcome of any potential legal proceedings cannot at this time be predicted with certainty, we do not expect that any such proceedings will have a material effect upon our financial condition or results of operations.

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Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events

Subsequent Events

(18) Subsequent Events

Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent event:

On October 6, 2022, the Company, MICT, Inc. (“MICT”), and representatives of each company’s shareholders entered into a Second Amended and Restated Agreement and Plan of Merger (“Restated Merger Agreement”). The common stock of MICT is traded on the Nasdaq Capital Market under the symbol ‘MICT’. The Restated Merger Agreement is the second restatement of the agreement and the result of efforts of Tingo and MICT to restructure the transaction as a multi-phase forward triangular merger (“Merger”) instead of as a reverse triangular merger as previously agreed. Under the terms of the Restated Merger Agreement, Tingo will create a newly-formed subsidiary incorporated in the British Virgin Islands (“Tingo BVI Sub”) to facilitate the Merger and hold the Company’s beneficial ownership interest in Tingo Mobile. MICT will also create a subsidiary incorporated in the British Virgin Islands (“MICT BVI Sub”), which will be merged with and into Tingo BVI Sub, with MICT BVI Sub as the surviving corporation and a subsidiary of MICT. The Merger will, therefore, result in Tingo Mobile becoming an indirect wholly-owned subsidiary of MICT, and the operations of Tingo Mobile, as an agri-fintech company, becoming the predominant operations of MICT. The aggregate consideration tendered by MICT to Tingo, the sole shareholder of Tingo Mobile, will consist of: (i) newly-issued common stock of MICT equal to 19.9% of its outstanding shares, calculated immediately prior to the closing date of the Merger; and (ii) two series of convertible preferred shares – Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the “MICT Preferred Shares”). The conversion of the MICT Preferred Shares is subject to various conditions, including approval of MICT’s shareholders and, in the case of the MICT Series B Convertible Preferred Stock, is also subject to Nasdaq approving a change of control of MICT. If all of the MICT Preferred Shares are converted into MICT common stock, Tingo will hold 75.0% of the outstanding shares of MICT. A summary of the Restated Merger Agreement and the actions taken by the Company and MICT in connection therewith are included in our Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission on October 14, 2022. On November 9, 2022, we filed a definitive Information Statement to provide information to our shareholders about the Merger, the Merger Agreement, and the transactions contemplated thereby.

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Significant Accounting Policies

Reverse Acquisition Accounting

Reverse Acquisition Accounting—We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition of Tingo Mobile. Accordingly, the consolidated financial statements reflect the results of Tingo Mobile for the periods indicated in this Report.

Earnings Per Share

Earnings Per Share—Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. Pursuant to our 2021 Equity Incentive Plan adopted in 2021, in accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded in the first quarter of 2022 pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation.

Share-Based Compensation

Share-Based Compensation—We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation-Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all share-based awards that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. Determining the appropriate fair value of share-based awards requires the use of subjective assumptions, particularly given that the Company’s common stock is not actively traded. The assumptions used in calculating the fair value of share-based awards represents management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards.

Classes of Common Stock

Classes of Common Stock—The Company has two classes of common stock. Each share of Class A common stock is entitled to one (1) vote, and is entitled to receive dividends when and if declared by the board of directors out of assets legally available therefor. Each share of Class B common stock is entitled to ten (10) votes, but carries no dividend, distribution, liquidation, conversion, or economic rights of any kind.

Retained Earnings

Retained Earnings—The components that make up distributable earnings (accumulated undistributed surplus) on the Consolidated Balance Sheet as of March 31, 2022 and December 31, 2021 are as follows:

	March 31, 2022		December 31, 2021
Net income (loss) for the period	$	32,649,540	$	(39,026,340)
Acquisition of Former Business of the Company (IWeb)		—		(3,316,865)
Retained earnings		416,095,565		458,438,770
Retained Earnings	$	448,745,105	$	416,095,565

Impairment of Long-lived Assets

Impairment of Long-Lived Assets—In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

Income Taxes

Income Taxes—The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.

The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At March 31, 2022 and December 31, 2021, there were no uncertain tax positions that required accrual.

The reconciliation of income tax benefit of our parent company at the U.S. statutory rate of 25.0% for quarter and year ended March 31, 2022 and December 31, 2021, respectively, to the Company’s effective tax rate is as follows:

	March 31, 2022		Percent		December 31, 2021		Percent
Federal statutory rates	$	18,009,875	25.0	%	$	65,199,716	25.0	%
Valuation allowance against net deferred tax assets		(18,009,875)	(25.0)	%		(65,199,719)	(25.0)	%
Effective Tax	$	—	0.00	%	$	—	0.00	%

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets on an unconsolidated basis for the quarter and year ended March 31, 2022 and December 31, 2021, respectively, are as follows:

	March 31, 2022		December 31, 2021
Beginning of period	$	—	$	—
Net Operating Loss Carryforward (unconsolidated)		83,209,591		65,199,716
Valuation Allowance		(83,209,591)		(65,199,716)
Net Deferred Tax Assets	$	—	$	—

The income of a foreign subsidiary is not necessarily subject to U.S. tax, provided the income is from the active conduct of a trade or business within the non-U.S. jurisdiction. However, earnings of the foreign subsidiary, to the extent reinvested in the U.S. or distributed to the U.S. parent as a dividend, may be subject to U.S. tax. In addition, the Internal Revenue Code requires that transfer pricing between a U.S. parent and a foreign subsidiary be made on an arms’ length basis. Tingo Mobile, our sole operating subsidiary, did not issue any dividends during the years ended December 31, 2021 and 2020, or the quarter ended March 31, 2022.

In our Consolidated Statements of Comprehensive Income, we have deducted taxes payable in connection with our operations in Nigeria. However, inasmuch as the U.S. and Nigeria do not have a tax treaty, we do not receive a corresponding credit in the U.S. for tax paid in Nigeria by Tingo Mobile, our wholly-owned subsidiary. In addition, our parent company, Tingo, Inc. has incurred operating losses on an unconsolidated basis, largely due to non-cash expenses associated with stock awards made pursuant to our 2021 Equity Incentive Plan. Our ability to utilize tax losses associated with the operations of our parent company is restricted, however, due to limitations on the deductibility of certain share compensation to our executive officers and directors that may be deemed ‘excess compensation’ pursuant to Section 162(m) of the Internal Revenue Code.

Subject to any such disallowances pursuant to Code Section 162(m), as of March 31, 2022, the Company has approximately $83.2 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on this assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOL’s because it is more likely than not that all of the deferred tax asset will not be realized as the parent company is not presently income producing.

Inventory

Inventory—The Company holds certain stocks of spare parts to support the maintenance of new phones. These are recorded at cost. The company does not hold significant stock of new phones in the event of damage or replacement. Inventory is measured on the first-in, first-out method.

Operating Segments

Operating Segments—We have examined our operating business pursuant to the guidance of ASC 280, Segment Reporting, which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about customers, products and geographic areas. Operating segments are defined as components of an enterprise that engage in business activities that earn revenues, incur expenses and prepare separate financial information that is evaluated regularly by our Chief Operating Decision Maker (“CODM”) in order to allocate resources and assess performance. Resources are allocated and performance is assessed by the CODM.

Based on the provisions of ASC 280, we have evaluated our operating business and considered various factors associated therewith, including the concentration of our business in one country and the integration of our leasing business with the use of our agri-fintech platform that utilizes software embedded within the leased device. Accordingly, this evaluation resulted in one reportable segment.

Deferred Income

Deferred Income—The Company reflects the full value of the 12-month revenues due in accordance with our mobile leasing contracts. We recognize leasing revenue from these contracts on a ratable basis over the 12-month term. We do not allocate the costs of our mobile phones against these revenues as a cost of sales, but instead recognize depreciation expense ratably on a straight-line basis over the estimated 3-year useful life of the devices.

Leased Assets

Leased Assets—The Company makes the use of leasing arrangements principally for the provision of the offices and related facilities. The rental contracts for offices are typically negotiated for terms of between 1 and 10 years and some of these have extension terms. Lease terms for office fixtures and equipment have lease terms of between 1 year and 10 years without any extension terms. The company does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions such as purchase options and escalation clauses. The Company assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

Measurement and Recognition of Leases as a Lessee—At lease commencement date, the Company recognizes a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the incremental borrowing rate. The incremental borrowing rate is the estimated rate that the Company would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the company.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognized in profit or loss.

Payments under leases can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate. Except for where the change in lease payments results from a change in floating interest rates, in which case the discount rate is amended to reflect the change in interest rates.

The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications.

The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to residential houses for a year. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term.

Accounting Pronouncements

Accounting Pronouncements—In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments. The new guidance removes the separation models for convertible debt with a cash conversion feature or a beneficial conversion feature. In addition, the new standard provides guidance on calculating the dilutive impact of convertible debt on earnings per share. The ASU clarifies that the average market price should be used to calculate the diluted earnings per share denominator when the exercise price or the number of shares that may be issued is variable. The ASU is effective for the Company on January 1, 2022, including interim periods, with early adoption permitted, although implementation has been delayed for smaller reporting companies for fiscal years beginning after December 15, 2023. The ASU permits the use of either a full or modified retrospective method of adoption. The Company is still evaluating the impact of the adoption of this ASU on its future financial statements and disclosures.

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Change in Accounting Treatment (Tables)

3 Months Ended

Mar. 31, 2022

Change in Accounting Treatment

Schedule of corrections to the prior accounting treatment on the balance sheet

Goodwill	$	(3,694,107,417)
Capitalized Acquisition Costs	$	(111,360,000)
Additional Paid in Capital	$	4,170,398,452
Accumulated Surplus	$	(397,390,240)
Translation Reserve	$	32,459,205

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Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Significant Accounting Policies

Schedule accumulated undistributed deficit

	March 31, 2022		December 31, 2021
Net income (loss) for the period	$	32,649,540	$	(39,026,340)
Acquisition of Former Business of the Company (IWeb)		—		(3,316,865)
Retained earnings		416,095,565		458,438,770
Retained Earnings	$	448,745,105	$	416,095,565

Summary of reconciliation of the federal income tax rate to the Company's effective tax rate

	March 31, 2022		Percent		December 31, 2021		Percent
Federal statutory rates	$	18,009,875	25.0	%	$	65,199,716	25.0	%
Valuation allowance against net deferred tax assets		(18,009,875)	(25.0)	%		(65,199,719)	(25.0)	%
Effective Tax	$	—	0.00	%	$	—	0.00	%

Schedule of components of Company's net deferred tax assets

	March 31, 2022		December 31, 2021
Beginning of period	$	—	$	—
Net Operating Loss Carryforward (unconsolidated)		83,209,591		65,199,716
Valuation Allowance		(83,209,591)		(65,199,716)
Net Deferred Tax Assets	$	—	$	—

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Foreign Currency Translation (Tables)

3 Months Ended

Mar. 31, 2022

Foreign Currency Translation

Schedule of exchange rate

	March 31,	December 31,
	2022	2021
Balance Sheet:
Nigerian Naira	415.72	412.99
Profit and Loss :
Nigerian Naira	414.355	396.46

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Inventory (Tables)

3 Months Ended

Mar. 31, 2022

Inventory

Summary of inventory

	March 31, 2022		December 31, 2021
Spare parts	$	103,218	$	129,823
Total Inventory	$	103,218	$	129,823

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Accounts Receivables (Tables)

3 Months Ended

Mar. 31, 2022

Accounts and Other Receivables

Summary of accounts and other receivables

	March 31, 2022		December 31, 2021
Accounts receivable gross	$	94,840,775	$	364,350,175
Allowance for expected credit loss		(49,094)		(42,065)
		94,791,681		364,308,110
Directors current account		-		289
Total Accounts Receivable, net	$	94,791,681	$	364,308,399

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Property, Plant & Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant & Equipment

Schedule of property, plant and equipment, net

			MOTOR	FURNITURE &	OFFICE	PLANT &	SITE	MOBILE
	LAND	BUILDING	VEHICLES	FITTINGS	EQUIPMENT	MACHINERY	INSTALLATIONS	DEVICES	Total
	$	$	$	$	$	$	$	$	$
COST
December 31, 2021	8,794,695	31,774,624	207,709	60,009	66,142	10,112,085	191,316,838	1,219,411,221	1,461,743,323
Additions	—	—	—	—	—	—	—	—	-
Forex translation difference	(57,754)	(208,661)	(1,363)	(394)	(434)	(66,405)	(1,256,362)	—	(1,591,373)
March 31, 2022	8,736,941	31,565,963	206,346	59,615	65,708	10,045,680	190,060,476	1,219,441,221	1,460,151,950
DEPRECIATION
December 31, 2021	—	8,246,459	126,507	41,444	62,662	10,074,915	—	244,290,317	262,860,304
Charged for the period	—	395,874	6,698	1,609	567	2,240	4,767,165	101,282,845	106,456,998
Forex translation difference	—	(55,571)	(853)	(278)	(414)	(48,286)	(15,651)	—	(121,053)
March 31, 2022	—	8,604,762	132,352	42,775	62,815	10,028,869	4,751,514	345,573,162	369,196,249
NET BOOK VALUE
December 31, 2021	8,794,695	23,510,165	81,202	18,565	3,480	37,170	191,316,838	975,120,904	1,198,883,019
March 31, 2022	8,736,941	22,961,201	73,994	16,840	2,893	16,811	185,308,962	873,838,059	1,090,955,701

Property Plant And Equipment Useful Life

	Estimated useful lives
	(years)
Buildings	20
Motor Vehicles	5
Furniture & Fittings	5
Office Equipment	5
Plant & Machinery	4
Mobile Devices	3
Site Installations	20

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Intangible Assets and Work-in- Progress (Tables)

3 Months Ended

Mar. 31, 2022

Intangible Assets and Work-in- Progress

Summary of intangible Assets

Cost
January 1, 2022	$	6,193,507
Additions		—
Forex translation difference		(904,770)
March 31, 2022		5,288,737
Amortization
January 1, 2022		4,026,671
Charge for the period		283,941
Forex translation difference		(398,817)
March 31, 2022		3,911,795
Carrying Amount	$	1,376,942

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Current and Non-Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Current and Non-Current Liabilities

Summary of accounts payable and accruals

Accounts Payable and Accruals

	March 31, 2022		December 31, 2021
Trade payables	$	273,013,297	$	755,758,199
Accrued compensation		1,947,820		—
Other payables		(129,895)		126,994
Total Accounts Payable and Accruals	$	272,883,402	$	755,885,193

Summary of deferred income

	March 31, 2022		December 31, 2021
Due within one year	$	89,285,248	$	221,215,018
Over one year		—		—
Total Deferred income		89,285,248		221,215,018
Deferred income - current portion		89,285,248		221,215,018
Deferred income - non-current portion		—		—
Total Deferred income	$	89,285,248	$	221,215,018

Summary of value added tax

	March 31, 2022		December 31, 2021
Due within one year	$	6,953,424	$	17,162,192
Over one year		—		—
Total Value added tax		6,953,424		17,162,192
Value added tax - current portion		6,953,424		17,162,192
Value added tax - non-current portion		—		—
Total Value added tax	$	6,953,424	$	17,162,192

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Taxation and Deferred Tax (Tables)

3 Months Ended

Mar. 31, 2022

Taxation and Deferred Tax

Summary of provision for income tax

	March 31, 2022		March 31, 2021
Income tax	$	38,698,829	$	12,533,548
Deferred tax		—		—
Education tax		—		835,570
Current Tax	$	38,698,829	$	13,018,431

Summary of significant components of the tax liabilities

Current Tax Liabilities	March 31, 2022		December 31, 2021
Beginning of period	$	100,606,352	$	110,544,689
Charge for the period		38,698,829		104,802,090
		139,305,181		215,346,779
Paid during the period		—		(105,889,143)
Forex translation difference		(848,668)		(8,851,284)
Total Current Tax Liabilities	$	138,456,513	$	100,606,352

Summary of significant components of the deferred tax liabilities

Deferred Tax	March 31, 2022		December 31, 2021
Beginning of period	$	2,171,039	$	2,360,004
Change for the period		2,147,290		—
Forex translation difference		8,385		(188,965)
Total Deferred Tax Liabilities	$	4,326,714	$	2,171,039

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Description of Business and Basis of Presentation (Details) customer in Millions	3 Months Ended
	Mar. 31, 2022 customer
Description of Business and Basis of Presentation
Number of subscribers using mobile phones and Nwassa payment platform	9.3

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Change in Accounting Treatment (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional Paid in Capital	$ 385,693,635	$ 330,703,635
Accumulated Surplus	448,745,105	416,095,565
Translation Reserve	(85,731,549)	$ (85,391,436)
Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Goodwill	(3,694,107,417)
Capitalized Acquisition Costs	(111,360,000)
Additional Paid in Capital	4,170,398,452
Accumulated Surplus	(397,390,240)
Translation Reserve	$ 32,459,205

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Significant Accounting Policies - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) segment
Variable Interest Entity [Line Items]
Leasing term of mobile phones	1 year
Estimated useful life of leased asset	3 years
Operating Loss Carryforwards | $	$ 83.2
Number of reportable segments | segment	1
Mobile Leasing
Variable Interest Entity [Line Items]
Leasing term of mobile phones	12 months
Estimated useful life of leased asset	36 months

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Significant Accounting Policies - Net loss per share of common stock (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($) Vote	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Net income (loss) for the period	$ 32,649,540	$ 27,664,164	$ (39,026,340)
Acquisition of Former Business of the Company (IWeb)			(3,316,865)
Retained earnings	416,095,565		458,438,770
Retained earnings	$ 448,745,105		$ 416,095,565
Class A Common shares
Number of votes per common stock | Vote	1
Class B Common Shares
Number of votes per common stock | Vote	10

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Significant Accounting Policies - Company's effective tax rate (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Significant Accounting Policies
Federal statutory rates	$ 18,009,875	$ 65,199,716
Valuation allowance against net deferred tax assets	(18,009,875)	(65,199,719)
Current Tax	$ 38,698,829	$ 104,802,090
Federal statutory rates (in percentage)	25.00%	25.00%
Valuation allowance against net deferred tax assets (in percent)	(25.00%)	(25.00%)
Effective rate (in percent)	0.00%	0.00%

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Significant Accounting Policies - Company's net deferred tax assets (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Significant Accounting Policies
Net Operating Loss	$ 83,209,591	$ 65,199,716
Valuation Allowance	$ (83,209,591)	$ (65,199,716)

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Significant Accounting Policies - Leased Assets - (Details)	Mar. 31, 2022
Leasing term	1 year
Maximum | Rental contracts for offices
Leasing term	10 years
Maximum | Lease terms for office fixtures and equipment
Leasing term	10 years
Minimum | Rental contracts for offices
Leasing term	1 year
Minimum | Lease terms for office fixtures and equipment
Leasing term	1 year

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Share-Based Compensation - Summary of activity related to granted, vested, and unvested restricted stock awards under the incentive plans (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Number of Shares
Unvested shares outstanding, January 1, 2022 | shares	36,950,833
Shares Granted | shares	10,000,000
Shares Vested | shares	19,739,167
Unvested shares outstanding, March 31, 2022 | shares	27,211,666
Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2022 | $ / shares	$ 1.80
Shares Granted | $ / shares	5.50
Shares Vested | $ / shares	3.65
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares	$ 1.81

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Share-Based Compensation - Additional information (Details) - USD ($) $ in Millions		3 Months Ended
	Oct. 06, 2021	Mar. 31, 2022	Mar. 31, 2021
Restricted Stock Units (RSUs)
Share-Based Compensation
Vesting period		2 years
Weighted average period over which expenses is expected to recognized		1 year 6 months
Total compensation expense to be recognized in future period		$ 49.3
Stock-based compensation expense and professional fees recorded		$ 55.1	$ 16.7
Equity incentive plan
Share-Based Compensation
Maximum number of common stock shares that are subject to granted under the incentive plan	131,537,545
Equity incentive plan | Certain directors, executive officers, employees, and consultants
Share-Based Compensation
Maximum number of common stock shares that are subject to granted under the incentive plan	118,870,000

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Revenue Recognition (Details)	3 Months Ended
	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Leasing term of mobile phones	1 year
Estimated useful life of leased asset	3 years
Mobile Leasing
Disaggregation of Revenue [Line Items]
Leasing term of mobile phones	12 months
Estimated useful life of leased asset	36 months
NWASSA Services
Disaggregation of Revenue [Line Items]
Leasing term of mobile phones	12 months

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Foreign Currency Translation (Details) - Nigeria, Nairas	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Intercompany Foreign Currency Balance [Line Items]
Exchange rate used for conversion in balance sheet	415.72	412.99
Exchange rate used for conversion in profit and loss	414.355	396.46

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Inventory (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Inventory
Spare parts	$ 103,218	$ 129,823
Total inventory	$ 103,218	$ 129,823

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Accounts and Other Receivables (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounts and Other Receivables
Accounts receivable gross	$ 94,840,775	$ 364,350,175
Allowance for expected credit loss	(49,094)	(42,065)
Financing Receivable, after Allowance for Credit Loss, Current	94,791,681	364,308,110
Directors current account		289
Total Accounts Receivable, net	$ 94,791,681	$ 364,308,399

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Accounts and Other Receivables - The aging of the Prepayments balance (Details)	Mar. 31, 2022
Accounts and Other Receivables
Lessee, Operating Lease, Term of Contract	1 year

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Accounts and Other Receivables - Additional Information (Details) customer in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) customer	Dec. 31, 2021 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Leasing term	1 year
Number of subscribers using mobile phones and Nwassa payment platform | customer	9.3
Allowance for expected credit loss | $	$ 49,094	$ 42,065

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Property, Plant & Equipment (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
COST
Balance at the beginning	$ 1,461,743,323
ADDITIONS	0
Forex translation difference	(1,591,373)
Balance at the end	1,460,151,950	$ 1,461,743,323
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	262,860,304
CHARGED FOR THE YEAR	106,456,998	450,719
Forex translation difference	(121,053)
Balance at the end	369,196,249	262,860,304
NET BOOK VALUE	1,090,955,701	1,198,883,019
LAND
COST
Balance at the beginning	8,794,695
ADDITIONS	0
Forex translation difference	(57,754)
Balance at the end	8,736,941	8,794,695
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	0
CHARGED FOR THE YEAR	0
Forex translation difference	0
Balance at the end	0	0
NET BOOK VALUE	8,736,941	8,794,695
BUILDING
COST
Balance at the beginning	31,774,624
ADDITIONS	0
Forex translation difference	(208,661)
Balance at the end	31,565,963	31,774,624
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	8,246,459
CHARGED FOR THE YEAR	395,874
Forex translation difference	(55,571)
Balance at the end	8,604,762	8,246,459
NET BOOK VALUE	22,961,201	23,510,165
MOTOR VEHICLES
COST
Balance at the beginning	207,709
ADDITIONS	0
Forex translation difference	(1,363)
Balance at the end	206,346	207,709
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	126,507
CHARGED FOR THE YEAR	6,698
Forex translation difference	(853)
Balance at the end	132,352	126,507
NET BOOK VALUE	73,994	81,202
FURNITURE & FITTINGS
COST
Balance at the beginning	60,009
ADDITIONS	0
Forex translation difference	(394)
Balance at the end	59,615	60,009
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	41,444
CHARGED FOR THE YEAR	1,609
Forex translation difference	(278)
Balance at the end	42,775	41,444
NET BOOK VALUE	16,840	18,565
OFFICE EQUIPMENT
COST
Balance at the beginning	66,142
ADDITIONS	0
Forex translation difference	(434)
Balance at the end	65,708	66,142
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	62,662
CHARGED FOR THE YEAR	567
Forex translation difference	(414)
Balance at the end	62,815	62,662
NET BOOK VALUE	2,893	3,480
PLANT & MACHINERY
COST
Balance at the beginning	10,112,085
ADDITIONS	0
Forex translation difference	(66,405)
Balance at the end	10,045,680	10,112,085
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	10,074,915
CHARGED FOR THE YEAR	2,240
Forex translation difference	(48,286)
Balance at the end	10,028,869	10,074,915
NET BOOK VALUE	16,811	37,170
SITE INSTALLATIONS
COST
Balance at the beginning	191,316,838
ADDITIONS	0
Forex translation difference	(1,256,362)
Balance at the end	190,060,476	191,316,838
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
CHARGED FOR THE YEAR	4,767,165
Forex translation difference	(15,651)
Balance at the end	4,751,514
NET BOOK VALUE	185,308,962	191,316,838
MOBILE DEVICES
COST
Balance at the beginning	1,219,411,221
ADDITIONS	0
Balance at the end	1,219,441,221	1,219,411,221
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	244,290,317
CHARGED FOR THE YEAR	101,282,845
Balance at the end	345,573,162	244,290,317
NET BOOK VALUE	$ 873,838,059	$ 975,120,904

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Property, Plant & Equipment - Expected useful lives (Details)	3 Months Ended
	Mar. 31, 2022
BUILDING
Estimated useful lives (years)	20 years
MOTOR VEHICLES
Estimated useful lives (years)	5 years
FURNITURE & FITTINGS
Estimated useful lives (years)	5 years
Office and computer equipment
Estimated useful lives (years)	5 years
PLANT & MACHINERY
Estimated useful lives (years)	4 years
Mobile Devices [Member]
Estimated useful lives (years)	3 years
Site Installations
Estimated useful lives (years)	20 years

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Property, Plant & Equipment - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Property, Plant & Equipment
Property and equipment with a cost	$ 5,000
Depreciation charge	$ 106,456,998	$ 450,719

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Intangible Assets and Work-in- Progress - Intangible Assets (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Intangible Assets and Work-in- Progress
Amortization period	5 years
Capitalized costs incurred	$ 0	$ 0
Amortization of intangible assets	$ 283,941	$ 1,187,042

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Intangible Assets and Work-in- Progress - Intangible Assets Additional (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Cost
At the beginning	$ 6,193,507
Forex translation difference	(904,770)
At the end	5,288,737	$ 6,193,507
Amortization
At the beginning	4,026,671
Charge for the year	283,941	1,187,042
Forex translation difference	(398,817)
At the end	3,911,795	$ 4,026,671
Carrying amount	$ 1,376,942

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Liquidity and Financing Arrangements (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Liquidity and Financing Arrangements
Cash and cash equivalents	$ 25,346,663	$ 128,367,605

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Current and Non-Current Liabilities (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounts Payable and Accruals
Trade Payables	$ 273,013,297	$ 755,758,199
Accrued compensation	1,947,820
Other Payables	(129,895)	126,994
Accounts Payable and accruals	$ 272,883,402	$ 755,885,193

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Current and Non-Current Liabilities - Current and non-current liabilities (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current and Non-Current Liabilities
Leasing term	1 year
Revenue	$ 0
Deferred Income
Due within one year	89,285,248	$ 221,215,018
Total Deferred income	89,285,248	221,215,018
Deferred income - current portion	89,285,248	221,215,018
Total Deferred income	$ 89,285,248	$ 221,215,018

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Current and Non-Current Liabilities - Mobile phone leasing contracts (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Current and Non-Current Liabilities
VAT liability rate	7.50%
Due within one year	$ 6,953,424	$ 17,162,192
Total Value added tax	6,953,424	17,162,192
Value added tax - current portion	6,953,424	17,162,192
Total Value added tax	$ 6,953,424	$ 17,162,192

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Taxation and Deferred Tax - Provision for income tax (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Provision for income tax
Income tax	$ 38,698,829	$ 12,533,548
Deferred tax	2,147,290
Education tax		835,570
Current Tax	$ 38,698,829	$ 13,018,431

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Taxation and Deferred Tax - significant components of the tax liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accrued Income Taxes
Beginning of period	$ 100,606,352	$ 110,544,689
Charge for the period	38,698,829	104,802,090
Total taxx liabilities payable	139,305,181	215,346,779
Paid during the period		(105,889,143)
Forex translation difference	(848,668)	(8,851,284)
Total Current Tax Liabilites	$ 138,456,513	$ 100,606,352

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Taxation and Deferred Tax - significant components of the deferred tax liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Deferred Tax
Beginning of period	$ 2,171,039	$ 2,360,004
Change for the period	2,147,290
Forex translation difference	8,385	(188,965)
Total Deferred Tax Liabilities	$ 4,326,714	$ 2,171,039

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Commitments and Contingencies (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Commitments and Contingencies
Leasing term	1 year
Option to renew	true
Purchase commitment period	2 years
Purchase commitment amount	$ 271.1

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Concentrations (Details) person in Millions	3 Months Ended
	Mar. 31, 2022 person customer
Concentrations
Number of primary customers | customer	2
Number of members in primary customer | person	9.3

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Subsequent Events (Details) - Subsequent Events.	Oct. 06, 2022
Subsequent Events
MICT common stock shares issued to it's outstanding shares (in percentage)	19.90%
MICT holding if all of the preferred shares converted into common stock (in percentage)	75.00%