Item 1.01 Entry into a Material Definitive Agreement.
On
The Amended Merger Agreement was largely the result of extensive due diligence
undertaken by MICT and its advisors, including financial and tax due diligence,
a quality of earnings report by
The Amended Merger Agreement restates and replaces the Agreement and Plan of
Merger ("Original Merger Agreement") entered into by the Company, MICT, and
Merger Sub on
The Amended Merger Agreement is substantially similar to the Original Merger Agreement, albeit with the following changes:
· Escrow. The Amended Merger Agreement provides that a representative of MICT's
pre-closing stockholders, a representative of the Company's pre-closing stockholders, and a mutually agreeable escrow agent shall enter into an escrow agreement, whereby an amount equal to 5% of the total shares of MICT to be issued to theTingo stockholders shall be held in escrow for a period of up to two years after the closing of the Merger. The shares held in escrow will be the sole source of payment for any obligations incurred byTingo stockholders in relation to the indemnification claims described below.
· Indemnification Provisions. The Amended Merger Agreement includes
indemnification provisions pursuant to which the Company shall indemnify MICT and certain related parties of MICT in connection with claims relating to the exercise of dissenter's rights in connection with the Merger, certain matters related to the business of the Company prior to its acquisition ofTingo Mobile PLC , as well as certain tax and litigation matters.
· Post-Closing MICT Board. The Amended Merger Agreement provides that the
post-closing Board of Directors of MICT shall consist of seven members, with five designated byTingo and two designated by MICT.
· Termination. Pursuant to the Amended Merger Agreement,
deliver to MICT its disclosure schedules no later than 20 days after the signing of the Amended Merger Agreement, and is also required to file amendments to its quarterly, annual and current report filings with theSecurities and Exchange Commission no later than 45 days after the signing of the Amended Merger Agreement. 1
The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the Company's Current Report on Form 8-K filed on
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In preparation for the planned merger of the Company with a wholly-owned
subsidiary of Nasdaq-listed MICT, Inc. as disclosed in the Company's Current
Report on Form 8-K filed on
The decision of the Company to change its accounting treatment of the
Acquisition was made following consultation of Company management with the Audit
Committee of its Board of Directors. Consequently, the Company is proceeding, as
promptly as possible, to file amendments to its quarterly reports on Form 10-Q
for the third quarter of 2021 and the first quarter of 2022, as well as its
annual report for the year ended
In accordance with reverse acquisition accounting rules, the Amended Reports will now include the consolidated operating results of Tingo Mobile for the full period cover by the Report, rather than using forward acquisition accounting as had been presented previously, which included the results of Tingo Mobile only from the date of the Acquisition.
In addition, certain balance sheet items, such as goodwill attributed to Tingo Mobile, for example, will therefore need to be modified to instead reflect the goodwill attributable to the Company as of the relevant balance sheet date. Further, certain non-cash expenses of the Company, such as transaction fees paid in stock relating to the Acquisition, will be expensed rather than capitalized. Other changes consistent with reverse acquisition accounting will also be made to the Company's financial statements and notes thereto.
The expensing of various non-cash items as a result of the change in accounting
treatment is expected to increase the Company's operational losses on a
consolidated basis for the quarter and nine months ended
We have discussed the matters disclosed in this filing with
2
Safe Harbor and Forward-Looking Statements
This Current Report and exhibits thereto may contain certain forward-looking
statements regarding possible future circumstances. These forward-looking
statements are based upon the Company's current expectations and assumptions and
are subject to various risks and uncertainties that could cause actual results
to differ materially from those contemplated in such forward-looking statements
including, in particular, any risks and uncertainties with respect to the
Company's operations, as well as those contained in the Company's quarterly,
annual, and periodic filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 2.1 Amended and Restated Agreement and Plan of Merger, datedJune 14, 2022 , among MICT, Inc.,MICT Merger Sub, Inc. , andTingo, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL) 3
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