DRAPER, UTAH, Oct. 06, 2023 (Globe NEWSWIRE) — Agri-Fintech Holdings, Inc. (previously, Tingo, Inc.), OTC Markets: TMNA (the “Company”) introduced that its Board of Administrators has accepted the liquidation of the Enterprise and the distribution of its holdings in Tingo Group, Inc. Nasdaq: TIO (“TIO”) to the Company’s shareholders (hereinafter, the “Distribution”). The liquidation of the Business and the resulting Distribution is envisioned to commence through the fourth quarter of 2023 following fulfillment of the Company’s liabilities in accordance with Nevada regulation. Mainly because the Distribution would be made professional-rata to the Company’s stockholders, it will also call for the success of a registration statement submitted with the U.S. Securities & Exchange Fee.
The Corporation obtained its holdings in TIO, consisting of frequent inventory, Series A convertible preferred inventory (“Series A Favored Stock”), and Series B convertible preferred stock (“Series B Most well-liked Stock”) in link with its sale to TIO of Tingo Cell Ltd., then the Company’s wholly-owned working subsidiary (“Tingo Mobile”), on November 30, 2022. The sale was completed by means of a three-phase forward triangular merger (“Merger”). The conversion of TIO’s Sequence A Favored Stock, which occurred on July 27, 2023, resulted in the completion of the second section of the Merger. The conversion of the Sequence B Chosen Inventory, if effected, would constitute the completion of the third and final section of the Merger.
Primarily based on the quantity of shares of TIO typical stock remarkable as of the day of the Merger, if the Sequence B Most popular Inventory are converted into TIO frequent inventory, the Corporation would maintain prevalent stock of TIO equal to 75.% of TIO’s issued and remarkable prevalent inventory. On the other hand, since the conversion of the Collection B Favored Stock will final result in the Company becoming the managing shareholder of TIO, this sort of conversion will call for approval of the TIO shareholders, in addition to the consent of Nasdaq to the transform of manage of TIO.
Below Nevada legislation, the Corporation will be required to satisfy any money owed and accounts payable prior to the Distribution, which would also incorporate the price tag of the Company’s tax and lawful advisors. In look at of the foregoing, although the Company can not promise the real range of TIO securities that will ultimately be dispersed to Organization stockholders, the Corporation estimates that, subsequent conversion of the Sequence B Favored Inventory, each shareholder would be predicted to obtain approximately one share of TIO for every a few to four shares of TMNA held by them on the report date for the Distribution.
Next the Distribution, Dozy Mmobuosi, the managing beneficial holder of the Firm, is nevertheless expected to beneficially maintain a majority of the voting shares of TIO and turn into its controlling shareholder next the distribution. As a result, Nasdaq acceptance of the transform of manage of TIO will continue to be expected.
Further, due to the fact the liquidation of the Enterprise may well occur prior to Nasdaq acceptance of a improve of control of TIO, the Corporation intends to cause a trust to be founded which will hold the Sequence B Chosen Stock and subsequently distribute shares of TIO common inventory to Business shareholders when the Series B Preferred Inventory is ultimately converted. The trust is envisioned to operate with TIO to obtain Nasdaq acceptance and will terminate adhering to the Distribution.
The Board’s choice to liquidate the Corporation and distribute its holding in TIO is the consequence of the pending expiration of a one particular-calendar year grace time period presented to the Company below the Investment Company Act of 1940 (“1940 Act”). Beneath the 1940 Act, a enterprise keeping investment decision securities constituting 40% or more of its unconsolidated belongings may be viewed as a short term financial investment business and not subject to the necessities of the 1940 Act for a a person-year time period if sure circumstances are fulfilled.
About The Enterprise
Agri-Fintech Holdings, Inc. (previously, Tingo, Inc.) is a keeping corporation of equity passions in Tingo Group, Inc. (Nasdaq: TIO). As a end result of the Merger, the Business is deemed a momentary investment decision organization below the 1940 Act.
Protected Harbor and Ahead-On the lookout Statements
This push release contains certain ahead-searching statements regarding possible future circumstances. These forward-searching statements are primarily based on the Company’s recent anticipations and assumptions and are matter to several challenges and uncertainties that could trigger genuine effects to differ materially from people contemplated in these ahead-looking statements which include, in specific, any risks and uncertainties with regard to the Company’s operations, as properly as these contained in the Company’s quarterly, once-a-year, and periodic filings with the Securities and Exchange Fee. Real final results, situations, and general performance may perhaps differ. Audience are cautioned not to place undue reliance on these ahead-on the lookout statements, which discuss only as to the date hereof. The Company undertakes no obligation to launch publicly any revisions to these ahead-looking statements that may perhaps be created to replicate events or conditions after the day hereof or to replicate the event of unanticipated events. The inclusion of any statement in this release does not constitute an admission by the Company or any other man or woman that the functions or circumstances explained in this kind of statements are materials.
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Agri-Fintech Holdings, Inc. (previously, Tingo, Inc.)