Tingo, Inc. (OTCPK:TMNA) entered into a definitive agreement to acquire MICT, Inc. (NasdaqCM:MICT) in a reverse merger transaction on May 9, 2022. On June 14, 2022, parties entered into an Amended and Restated Agreement and Plan of Merger. Tingo shareholders receiving new MICT common shares in an amount equal to approximately 77.5% in the combined company, and current MICT shareholders owning approximately 22.5% on a fully diluted basis following the closing, with a combined estimated group value of $4.09 billion. Upon completion of the Merger, MICT will likely change its corporate name from MICT, Inc. to a name that reflects Tingo's agri-fintech business model as the predominant revenue driver of the combined enterprises. MICT, Inc. shall pay to Tingo, Inc. a termination fee equal to $5 million. As a result of the Merger, Dozy Mmobuosi will become Chief Executive Officer of MICT (which is expected to be renamed “Tingo Inc.”), and the executive officers of Tingo shall be appointed to similar positions within MICT. Darren Mercer, the current Chief Executive Officer of MICT, will become the Executive Vice Chairman and Pacific-Asia Chief Executive Officer. The Amended Merger Agreement provides that the post-closing Board of Directors of MICT shall consist of seven members, with five designated by Tingo and two designated by MICT.

The transaction is subject to the satisfaction of regulatory authorities; closing conditions, including approval by both companies' shareholders; and completion of due diligence by both companies. The completion of the Merger is subject to the satisfaction of the expiration of all applicable waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, Delaware law, Nevada law, the Securities Exchange Act of 1934, or any other relevant governmental authority and the effectiveness of a Registration Statement on Form S-4 registering the Common Consideration Shares received by the Tingo shareholders pursuant to the Merger. Under the terms of the Merger, which has been approved by the Boards of Directors of Tingo and MICT. As of June 15, 2022, MICT has completed a thorough and extensive due diligence exercise on Tingo and its subsidiaries by leading advisors. The transaction is expected to close by the end of the third quarter of 2022.

Ernst & Young acted as accountant and financial and tax due diligence provider, Ellenoff Grossman & Schole LLP acted as corporate due diligence and securities due diligence provider, Houlihan Lokey Capital, Inc. acted as financial advisor with a service fee of $400,000, fairness opinion provider with a servicer fee of $850,000 and due diligence provider and Dentons ACAS-Law acted as legal advisor and legal, operational, corporate and local due diligence provider to MICT. Aaron Dixon of Alston & Bird LLP acted as counsel to Houlihan Lokey. Broadridge Financial Solutions, Inc. acted as transfer agent and Morrow & Co., LLC acted as information agent to MICT.

Tingo, Inc. (OTCPK:TMNA) cancelled the acquisition of MICT, Inc. (NasdaqCM:MICT) in a reverse merger transaction on October 7, 2022.