SEC Charges Tingo Mobile Founder, Three Companies with Massive Fraud and Obtains Emergency Relief

The Securities and Exchange Commission today announced that it obtained a temporary asset freeze, restraining order, and other emergency relief against Mmobuosi Odogwu Banye a/k/a Dozy Mmobuosi and three affiliated U.S. based entities of which he is the CEO in connection with an alleged multi-year scheme to inflate the financial performance metrics of his companies and key operating subsidiaries to defraud investors worldwide.

The SEC’s complaint, filed on Dec. 18, 2023, alleges that, since at least 2019, Mmobuosi spearheaded a scheme to fabricate financial statements and other documents of the three entities, Tingo Group Inc., Agri-Fintech Holdings Inc., and Tingo International Holdings Inc. and their Nigerian operating subsidiaries, Tingo Mobile Limited and Tingo Foods PLC. The complaint further alleges that Mmobuosi made and caused the entities to make material misrepresentations about their business operations and financial success in press releases, periodic SEC filings, and other public statements. For instance, Tingo Group’s fiscal year 2022 Form 10-K filed in March 2023 reported a cash and cash equivalent balance of $461.7 million in its subsidiary Tingo Mobile’s Nigerian bank accounts. In reality, those same bank accounts allegedly had a combined balance of less than $50 as of the end of fiscal year 2022.  According to the SEC’s complaint, Defendants also fabricated the customer relationships that formed the basis of their purported businesses. The complaint alleges that Mmobuosi and the entities he controls have fraudulently obtained hundreds of millions in money or property through these schemes, and that Mmobuosi has siphoned off funds for his personal benefit, including purchases of luxury cars and travel on private jets, as well as an unsuccessful attempt to acquire an English Football Club Premier League team, among other things.

“As alleged, Mmobuosi spearheaded a brazen scheme using phony records and fictitious entities to make the Tingo companies he controlled appear highly profitable, so that he could hoodwink investors and reap massive benefits at their expense,” said Antonia M. Apps, Regional Director of the SEC’s New York Regional Office. “We filed this emergency action to expose Mmobuosi’s fraud and hold him accountable, while protecting investors from further harm.”

The SEC’s complaint, filed in U.S. District Court for the Southern District of New York, charges all four Defendants with violating the anti-fraud provisions of the federal securities laws and additionally charges Nasdaq-listed Tingo Group, OTC-traded Agri-Fintech, and Mmobuosi with reporting, books and records, and internal controls violations. It also charges Mmobuosi with lying to auditors, insider trading, and failing to file Forms 4 disclosing the sales of millions of Agri-Fintech common stock for which he was the ultimate beneficial owner. The complaint seeks permanent injunctive relief, disgorgement of ill-gotten gains and prejudgment interest, civil penalties, and the return, pursuant to Section 304 of the Sarbanes-Oxley Act, of bonuses and profits obtained by Mmobuosi from sales of Tingo Group or Agri-Fintech stock. The complaint also seeks an order prohibiting Mmobuosi from acting as an officer or director of a public company or from participating in the offering of any penny stock.

The SEC’s ongoing investigation is being conducted by Michael DiBattista, Christopher Mele, David Zetlin-Jones, Jeremy Brandt, Stephen Johnson, Elizabeth Baier, Gerald Gross, and Rebecca Reilly under the supervision of Tejal D. Shah, all of the SEC’s New York Regional Office. The litigation is being led by Mr. Zetlin-Jones, Mr. DiBattista, and Mr. Brandt. The SEC appreciates the assistance of Nasdaq’s Enforcement Department, the U.K. Financial Conduct Authority, and the Israel Securities Authority.