Item 8.01 Other Events

As previously disclosed, on June 15, 2022, the Company and Tingo entered into an Amended and Restated Merger Agreement (the "Amended Agreement") amending the original merger agreement among the parties dated May 10, 2022 (the "Original Agreement").

Incorporated into this Item 8.01 by reference is the press release issued by the Company on November 9, 2022 announcing that it is scheduled to complete its acquisition of the operating business and assets of Tingo, Inc. prior to November 30, 2022, attached hereto as Exhibit 99.1 the ("Press Release").

The Press Release is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall the Press Release be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.





Exhibit
No.       Description
99.1        Press Release, dated November 9, 2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL document).




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