Agri-Fintech Holdings Announces Liquidation and Distribution of Tingo Group Holdings
Agri-Fintech Holdings, formerly known as Tingo, Inc., has recently announced its plans for liquidation and the distribution of its holdings in Tingo Group, Inc. to its shareholders. The decision was made by the company’s Board of Directors and is expected to commence in the fourth quarter of 2023, following the fulfillment of the company’s liabilities in accordance with Nevada law.
The liquidation and distribution process will require the effectiveness of a registration statement filed with the U.S. Securities & Exchange Commission, as the distribution will be made pro-rata to the company’s stockholders. Agri-Fintech Holdings acquired its holdings in Tingo Group, including common stock and Series A and B convertible preferred stock, through the sale of its wholly-owned operating subsidiary, Tingo Mobile Ltd., to Tingo Group on November 30, 2022.
The conversion of Tingo Group’s Series A Preferred Stock was completed on July 27, 2023, marking the second phase of the merger. The completion of the third and final phase of the merger, involving the conversion of the Series B Preferred Stock, is subject to approval from Tingo Group shareholders and Nasdaq, as it would result in Agri-Fintech Holdings becoming the controlling shareholder of Tingo Group.
Before the distribution can take place, the company is required to settle any debts and accounts payable, including the costs of tax and legal advisors, in accordance with Nevada law. While the exact number of Tingo Group securities to be distributed to shareholders cannot be guaranteed, the company estimates that each shareholder will receive approximately one share of Tingo Group for every three to four shares of Agri-Fintech Holdings held on the record date for the distribution.
Following the distribution, Dozy Mmobuosi, the controlling beneficial holder of Agri-Fintech Holdings, is expected to retain a majority of the voting shares in Tingo Group, making them the controlling shareholder. Nasdaq approval of the change of control will still be required, and to facilitate this process, a trust will be established to hold the Series B Preferred Stock until its conversion is finalized. The trust will work with Tingo Group to achieve Nasdaq approval and will terminate after the distribution.
The decision to liquidate the company and distribute its holdings in Tingo Group is a result of the pending expiration of a one-year grace period provided under the Investment Company Act of 1940. Agri-Fintech Holdings, as a temporary investment company under the 1940 Act, is required to meet certain conditions to maintain its status.
Agri-Fintech Holdings, Inc., as a holding company of equity interests in Tingo Group, Inc., continues to focus on its operations and remains committed to complying with regulatory requirements. The company encourages shareholders and investors to review its periodic filings with the Securities and Exchange Commission for a comprehensive understanding of its operations and potential risks.