Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders held on June 2, 2022 ("Annual Meeting"), the stockholders of Tingo, Inc. (the "Company") voted on three proposals which are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 29, 2022: (i) to elect ten director nominees, each for a term of one year ("Proposal 1"), (ii) to ratify the appointment of Gries & Associates, LLC as the Company's independent accountants for the fiscal year ended December 31, 2022 ("Proposal 2"), and (iii) to approve on a non-binding advisory basis, the compensation paid to the Company's named executive officers in 2021 ("Proposal 3").

The number of votes present at the Annual Meeting represented in person or by proxy was 1,583,500,000, or 84.34% of the total voting power of all Class A and Class B common stock outstanding.

A voting report was produced by the Secretary of the Company serving as Inspector of Elections for the Annual Meeting, certifying the following results:

Proposal 1 (election of directors):





Board of Directors Nominees          For           Withheld
Adewale Adebayo                  1,583,500,000             0
John J. Brown                    1,583,500,000             0
Christophe Francois Charlier     1,583,500,000             0
Christopher Cleverly             1,583,500,000             0
Gurjinder Johal                  1,583,500,000             0
Leslie Kasumba                   1,583,500,000             0
Dozy Mmobuosi                    1,583,500,000             0
Onyekachi Onubogu                1,583,500,000             0
Dakshesh Patel                   1,583,500,000             0
Derrick Randall                  1,583,500,000             0

There were no votes against or abstained with respect to any director nominee.





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Proposal 2 (ratification of auditors for fiscal 2022):





      For            Against       Abstained
  1,583,500,000             0               0

Proposal 3 (non-binding approval of executive compensation in 2021):





      For            Against       Abstained
  1,583,500,000             0               0

Brokers did not have discretionary voting authority on any of the Proposals.




 Item 8.01 Other Events.

On June 6, 2022, the Company issued a press release announcing the results of the Annual Meeting described in Item 5.07 above. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



  99.1     Press release issued on June 6, 2022 by Tingo, Inc.
104      Cover Page Interactive Data File (formatted as Inline XBRL)




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