Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On February 2, 2022, the Company filed a Current Report on Form 8-K with the SEC that the Company, on January 27, 2022, received a deficiency notice from the staff of The Nasdaq Stock Market ("Nasdaq") informing the Company that its common stock, par value $0.0001 per share, failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq's letter advised the Company that, based upon the closing bid price during the period from December 21, 2021 to January 26, 2022, the Company no longer met this test.

Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company was provided with a compliance period of 180 calendar days, or until July 26, 2022, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must have met or exceeded $1.00 per share for a minimum of 10 consecutive business days prior to July 26, 2022.

On July 27, 2022, the Company issued a press release announcing that it had received confirmation from Nasdaq that, pursuant to Rule 5810(c)(3)(A), it had been granted an additional 180 calendar days, or until January 23, 2023, to regain compliance with the minimum closing bid price requirement.

Incorporated into this Item 3.01 by reference is the press release issued by the Company on July 27, 2022 announcing that Nasdaq granted an extension to regain compliance with the $1.00 minimum bid price rule until January 23, 2023, attached hereto as Exhibit 99.2 (the "Nasdaq Press Release").

The Nasdaq 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 Nasdaq 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 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 July 26, 2022 announcing that it had filed the Registration Statement on Form S-4 with the SEC, with respect to its proposed business combination with Tingo, attached hereto as Exhibit 99.1 (the "S-4 Press Release").

The S-4 Press Release is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall the S-4 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 July 26, 2022
99.2            Press Release, dated July 27, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).




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